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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) 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of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender (directly or through an Affiliate thereof) 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 (including any interest or fees in respect thereof or amounts due pursuant to Section 11.3 or Section 11.4) or derived from Collateral (in each case, other than pursuant to the Fee LettersSection 2.14, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)Section 2.16) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Portion of payments on account of obtained by all the Advances or Lenders on account of such reimbursement obligations obtained by all the LendersObligations, such Lender (each, a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them and such reimbursement obligations their Loans or other Obligations as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably with each of them. (b) If any Lender shall, providedafter the sharing of payments as set forth in clause (a) above, howeverhold payments in excess of its Loans, that such Lender shall pay such amounts to the Administrative Agent for application pursuant to Section 2.13(h). (ic) if If all or any portion of such excess any payment received by a Purchasing Lender is thereafter recovered from such purchasing Lender, such purchase from each applicable Selling Lender shall be rescinded and such Lender shall repay to the purchasing such 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 (Ai) the amount of such Selling Lender’s required repayment to (Bii) the total amount so recovered from the purchasing such Purchasing Lender) of any interest or other amount paid or payable by the purchasing such Purchasing Lender in respect of the total amount so recovered and recovered. (iid) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.16 11.7 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersPro Rata Share, such Lender shall forthwith immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of them, ; provided, however, (a) that (i) 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If 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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.04(c)), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 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 so recovered from 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11 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 Borrower in the amount of such participation. If a Lender fails to make an Advance with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Advances, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Commitment percentages until each Lender (including the Defaulting Lender) has its percentage of all of the outstanding Advances and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or, if such reimbursement obligations Lender is a U.S. Revolving Credit Lender, such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 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 participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

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 or participations in Letters of Credit acquired by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.09, 2.122.11(c), 2.15 2.13, 2.16, 2.21 or 8.04(b8.05(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account Letters of such reimbursement obligations Credit (as the case may be) obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or participations in Letters of Credit acquired by them (as the case may be) as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Aa) the amount of such LenderXxxxxx’s required repayment to (Bb) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.17 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 such Borrower in the amount of such participation. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 2.04(j), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or any Fronting Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.9, Section 2.02(c)2.13, 2.08Section 2.17, 2.12, 2.15 Section 2.19 or 8.04(bSection 8.4(b)) or, or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersobligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 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 (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, 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 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 or participations in Letters of Credit acquired by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.09, 2.122.11(c), 2.15 2.13, 2.16, 2.21 or 8.04(b8.05(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account Letters of such reimbursement obligations Credit (as the case may be) obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or participations in Letters of Credit acquired by them (as the case may be) as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.17 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 such Borrower in the amount of such participation. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 2.04(j), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or any Fronting Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 any 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 participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Loans or other obligations owing to it pursuant to this Agreement (excluding any amounts applied by it (the Swingline Lender to outstanding Swingline Loans and excluding any amounts received by an Issuing Bank and/or the Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder and other than pursuant to the Fee LettersSection 5.4, Section 2.02(c)5.6, 2.08, 2.12, 2.15 11.4 or 8.04(b)11.7) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account Loans of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 5.5 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 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 5.5, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.1(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, off or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Advances or other obligations hereunder resulting in such Lender receiving payment of payments on account a proportion of the aggregate amount of its Advances and accrued interest thereon or on account other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them and such reimbursement other obligations before the Termination Date applicable to such Lender or of the other Lenders, and, on and after the Termination Date applicable to such Lender, or of all other Lenders or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Lenders or all Lenders, as applicable, ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided, however, that ; provided that: (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and recovery, without interest; and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of 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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) 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 ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, if any Appropriate 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 Loans owing to it (other than pursuant to the Fee LettersSection 2.09, Section 2.02(c), 2.08, 2.12, 2.15 2.12 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Appropriate Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Appropriate Lenders, such Lender shall forthwith purchase from the other Appropriate Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Appropriate Lender shall be rescinded and such Appropriate Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Appropriate Lenders) of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (Bii) 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 and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Appropriate Lenders. The Borrower agrees Company agree that any Appropriate Lender so purchasing a participation from another Appropriate Lender pursuant to this Section 2.16 2.13 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 Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans under the Facilities with respect to which they hold a Commitment or an outstanding Loan.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, if any Appropriate 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 Loans owing to it (other than pursuant to the Fee LettersSection 2.09, Section 2.02(c), 2.08, 2.12, 2.15 2.12 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Appropriate Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Appropriate Lenders, such Lender shall forthwith purchase from the other Appropriate Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Appropriate Lender shall be rescinded and such Appropriate Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Appropriate Lenders) of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (Bii) 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 and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Appropriate Lenders. The Borrower Company agrees that any Appropriate Lender so purchasing a participation from another Appropriate Lender pursuant to this Section 2.16 2.13 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 Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans under the Facilities with respect to which they hold an outstanding Loan.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, offset, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (ii) the provisions without right to payment of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff or offset) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, the provisions of this Section 2.10(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and applied in accordance with the express terms of this Agreement (including (1) the sharing of principal payments among Non-Defaulting Lenders pursuant to the proviso to Section 2.10(a)(iii) and (2) the application of funds provided for under Section 2.16(a)(ii) arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant.

Sharing of Payments, Etc. If The Lenders and the Board hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders and the Board hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 the "Aggregate Amounts Due") which is greater than the proportion received by any other Lender or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Board in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender or the Board, then the Lender or the Board receiving such proportionately greater payment shall (i) notify the Agent and each other Lender and the Board of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) (A) in the Lenderscase of a Lender, (1) apply a portion of such Lender shall forthwith payment to purchase from participations equal to the portion of the Aggregate Amounts Due to the other Lenders such participations and (2) pay to the Board the portion of the Aggregate Amounts Due to it or (B) in the Advances made by them and such reimbursement obligations as case of the Board, pay to each Lender the portion of the Aggregate Amounts Due to it (which participations shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller or the Board of its portion of such payment, and which participations will be permitted notwithstanding any prohibition) to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders and the Board in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share or the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment Board is thereafter recovered from such purchasing LenderLender or the Board upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender or the purchase price Board ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lender’s required repayment banker's lien, set-off or counterclaim with respect to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, except as provided in the immediately following exception clause, the "Aggregate Amounts Due" to each Lender) which is greater than the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings in excess the Aggregate Amounts Due to such other Lender, except by reason of payments that are individual to a particular Lender under Sections 2.10(c), 2.10(e), 2.11, 2.13, 9.3 and 9.4, then the Lender receiving such proportionately greater payment shall (i) notify the Loan Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its ratable share of payments on account of the Advances or on account portion of such reimbursement obligations obtained by all payment) in the Lenders, such Lender shall forthwith purchase from Aggregate Amounts Due to the other Lenders so that all such participations in the Advances made by them and such reimbursement obligations as recoveries of Aggregate Amounts Due shall be necessary shared by all Lenders in proportion to cause the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrowers or otherwise, such purchase from each Lender those purchases shall be rescinded and the purchase prices paid for such Lender participations shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Obligors expressly consent to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of foregoing arrangement and agrees that any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale holder of a participation in so purchased may exercise any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise and all its rights of payment (including the right of banker's lien, set-off) off or counterclaim with respect to such participation any and all monies owing by the Obligors to that holder with respect thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If any Lender or the Issuing Bank (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (or interest thereon) owed to it, other than pursuant to the Fee Letters, Section 2.02(cSections 3.6(a) or (b), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; and if after taking into account such participations the Benefited Lender continues to have access to additional funds of Borrower for application on account of its debt, then the Benefited Lender shall use such funds to reduce indebtedness of Borrower under the Financing Documents held by it and share such payments with the other Lenders; provided, however, that (i) 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 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 ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.5(b) may, to the fullest extent permitted by law, 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 the Borrower in the amount of such participation; provided that Borrower shall have no liability to the Lenders or the Issuing Bank hereunder to the extent that it has made all payments to the Lenders, Issuing Bank and Administrative Agent required to be made by Borrower hereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.1(b)(ii), the setoff right of the Borrower under clause (a) above, or the non-pro rata application of payments provided in the last sentence of this clause (e)), such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations it or the Letter of Credit Obligations held by it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders 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 ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)share, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11(e) may, to the fullest extent permitted by law, 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 the Borrower in the amount of such participation. If a Lender fails to fund a Revolving Advance with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Revolving Advances, then, after taking into account any setoffs made pursuant to Section 2.11(a) above, such payment shall be applied among the Non-Defaulting Lenders ratably in accordance with their respective Commitment percentages until each Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Revolving Advances and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share. The provisions of this Section 2.11(e) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.11(e) shall apply).

Sharing of Payments, Etc. If Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any payment (whether voluntary, involuntary, principal of or interest on the Loans owing to such Lender under this Agreement through the exercise of any a right of set-offsetoff, banker’s lien, counterclaim or otherwise) on account of the Advances made by it otherwise (other than including pursuant to the Fee Lettersa Debtor Relief Law) (excluding, Section 2.02(c)in each case, 2.08, 2.12, 2.15 any exercise of remedies by an Applicable Lender with respect to its Applicable Collateral or 8.04(b)by amounts received by an Applicable Lender with respect to its Applicable Collateral under a Debtor Relief Law) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account Ratable Share of the Advances or on account amounts owed to it hereunder (or, if the Borrower makes an election pursuant to Section 2.11(j), in excess of such reimbursement obligations obtained by all its Ratable Share of amounts owed to it hereunder with respect to Loans of the LendersType so prepaid), such Lender shall forthwith promptly notify the Administrative Agent of such fact and purchase (for cash at face value) from the other Lenders a participation in their portion of the Loans, in such participations in the Advances made by them amounts and with such reimbursement obligations other adjustments from time to time, as shall be necessary equitable in order that all Lenders share such payment in accordance with their respective ratable portion as provided for in this Agreement. Each Lender further agrees that if a payment to cause a Lender (which is obtained by such purchasing Lender to share through the excess payment ratably with each exercise of thema right of setoff, providedbanker’s lien, however, that (icounterclaim or otherwise) 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 or must otherwise be restored, each Lender which shall repay to have shared the purchasing Lender the purchase price to the extent benefit 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 (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable payment shall, by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale repurchase of a participation in any theretofore sold, return its share of its Advances that benefit to each Lender whose payment shall have been rescinded or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise restored. The Borrower agrees that any Lender so purchasing such a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (payment, including the right of set-off) setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the foregoing provisions of this Section 2.12 shall not apply to any exercise by an Applicable Lender of remedies against the Collateral controlled by such Applicable Lender or the assignment or participation of Loans or Commitments otherwise permitted hereunder.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other Lenders such participations in the Advances Loans made by them and or such reimbursement subparticipations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Aa) the amount of such paying Lender’s required repayment to (Bb) 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 and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (Ai) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time, (including the application of funds arising from the existence of a Defaulting Lender), or (Bii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (iii) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, 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-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.13, Section 2.02(c)2.17, 2.08, 2.12, 2.15 Section 2.19 or 8.04(bSection 8.4(d)) or, or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersobligations, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) 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 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 (Bii) 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 and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings reimbursement obligations or Swingline Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, 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 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, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 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 participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If Subject to Section 2.18 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.07(c), 2.122.11, 2.15 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) 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 and recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 2.16 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent participant 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 Borrower in the amount of such participationhereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, off or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Revolving Credit Advances or other obligations hereunder resulting in such Lender receiving payment of payments on account a proportion of the aggregate amount of its Revolving Credit Advances and accrued interest thereon or on account other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Revolving Credit Advances made by them and such reimbursement other obligations of the other Lenders, or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Lenders ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Revolving Credit Advances and other amounts owing them, provided, however, that ; provided that: (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and recovery, without interest; and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations in LC Outstandings Disbursements to any assignee or participant, other than to the a Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Each Borrower agrees hereby consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against each Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the each Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement obligations subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, 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-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.13, Section 2.02(c), 2.08, 2.12, 2.15 2.17 or 8.04(bSection 9.4(d)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the LendersAdvances, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) 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 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 (Bii) 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 and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, 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 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 or participations in Letters of Credit acquired by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.09, 2.122.11(c), 2.15 2.13, 2.16, 2.21 or 8.04(b8.05(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account Letters of such reimbursement obligations Credit (as the case may be) obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or participations in Letters of Credit acquired by them (as the case may be) as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Aa) the amount of such LenderXxxxxx’s required repayment to (Bb) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.17 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 Borrower in the amount of such participation. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 2.04(j), then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or any Fronting Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

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 Revolving Credit Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Revolving Credit Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them and such reimbursement obligations to the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) 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 other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to each such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (iib) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.20, or (Bz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations subparticipations in LC Outstandings Fronted L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans held 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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder), then such Lender shall forthwith promptly: (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of them, provided, however, the other Lenders in accordance with such Lender’s Pro Rata Share; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, then 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of of: (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 recovered; and (ii) the provisions of this Section 2.16 shall not provided further that if such participations would be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by Loan in a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, currency other than such Lender’s Loans, then such Lender may deliver the applicable portion of such amounts to the Borrower or any Subsidiary thereof (other applicable Lender(s) for application as a payment of such Loans and such amounts shall be considered as having been repaid to which the provisions such other Lender(s) instead of this Section 2.16 shall apply)such first Lender. The Borrower agrees Credit Parties agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of to receive payment (including the right of set-off, but subject to Section 10.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Credit Parties in the amount of such participationparticipation and not subject to the restrictions on Participant voting rights under Section 10.8(c). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and in each case shall notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Obligor through the exercise of any right of set-offset‑off, banker’s lien or otherwise) on account counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to some or all of the Advances made by it (other than pursuant to the Fee LettersLenders pro rata in accordance with Section 3.2 or Section 10.3, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other applicable Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them such other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the applicable Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with each of them, provided, however, Section 3.2 or Section 10.3; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Commitments, Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) set‑off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower Loans in the amount of such participation. 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 Participating Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.06 hereof to a Person that is not an Affiliate of the Account Party) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersParticipating Banks, such Lender Participating Bank shall forthwith purchase from the other Lenders Participating Banks such participations participation in the portions of the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Participating Bank to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderParticipating Bank, such purchase from each Lender Participating Bank shall be rescinded and such Lender Participating Bank shall repay to the purchasing Lender Participating Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Participating Bank's ratable share (according to the proportion of (Ai) the amount of such Lender’s Participating Bank's required repayment to (Bii) the total amount so recovered from the purchasing LenderParticipating Bank) of any interest or other amount paid or payable by the purchasing Lender Participating Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Account Party agrees that any Lender Participating Bank so purchasing a participation from another Lender Participating Bank pursuant to this Section 2.16 4.04 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 Participating Bank were the direct creditor of the Borrower Account Party in the amount of such participation. Notwithstanding the foregoing, if any Participating Bank shall obtain any such excess payment involuntarily, such Participating Bank may, in lieu of purchasing participation from the other Participating Banks in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Agent for distribution in accordance with Section 4.01(a) hereof.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans of such Class made by them and and/or such reimbursement sub-participations in the participations in L/C obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting LenderSection 2.07(a)(iv) and Section 10.07), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant Obligations payable to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings such Lender hereunder at such time in excess of its 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 on account of Obligations payable to all Lenders hereunder at such reimbursement obligations obtained by all the Lenderstime), such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in the Advances made by Obligations payable to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) 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 ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such LenderXxxxxx’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, 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 the such Borrower in the amount of such participation. Notwithstanding the foregoing, any off-sets or set-offs effected in accordance with Section 12.34 in respect of Specified Loss Amounts shall not be subject to this Section 2.13 and shall be applicable solely to the Loans of Blockchain without any obligation to account to any other Secured Party in respect thereof.

Sharing of Payments, Etc. If any Each Lender shall obtain any payment agrees that (whether voluntary, involuntary, through the exercise of a) if by exercising any right of set-off, off or counterclaim or otherwise, it shall receive payment of (i) on account a proportion of the Advances made aggregate amount due with respect to its Percentage Interest in the Revolving Loan and Letter of Credit Exposure which is greater than (ii) the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings the aggregate amount due with respect to such other Lender's Percentage Interest in excess the Revolving Loan and Letter of its ratable share of payments on account of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Advances or on account of Lender receiving such reimbursement obligations obtained by all the Lenders, such Lender proportionately greater payment shall forthwith purchase from the other Lenders such participations in the Advances made Percentage Interests in the Revolving Loan and Letter of Credit Exposure held by them the other Lenders, and such reimbursement obligations as other adjustments shall be necessary made from time to cause time (including rescission of such purchasing purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to share the excess payment ratably Revolving Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with each of them, their respective Percentage Interests; provided, however, that (i) if all this Section 11.5 shall not impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any portion Obligor other than such Obligor's Indebtedness with respect to the Revolving Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such excess payment is thereafter recovered from participation that such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay Credit Participant agree 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 (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender payments received in respect of the total amount so recovered and (ii) the Credit Obligations as provided in this Section 11.5. The provisions of this Section 2.16 shall not be construed 11.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to apply to (A) any payment made by the Borrower pursuant to and in accordance comply with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings hereof shall be available to any assignee or participant, other than Obligor as a defense to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participationCredit Obligations.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or, if such reimbursement obligations Lender is a U.S. Revolving Credit Lender, such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such Lenderpaying Xxxxxx’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Each Lender shall obtain any payment agrees that (whether voluntary, involuntary, through the exercise of a) if by exercising any right of set-off, off or counterclaim or otherwise) on account , it shall receive payment of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any a proportion of the aggregate amount due with respect to its Percentage Interest in a portion of such excess payment the Loan and Letter of Credit Exposure which 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 ratable share greater than (according to ii) the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount so recovered due with respect to such other Lender's Percentage Interest in such portion of the Loan and Letter of Credit Exposure and (iib) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the portions of the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to the portion of the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests in the relevant portion of the Loan; PROVIDED, HOWEVER, that this Section 12.5 shall not impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as provided in this Section 12.5. The provisions of this Section 2.16 shall not be construed 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to apply to (A) any payment made by the Borrower pursuant to and in accordance comply with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings hereof shall be available to any assignee or participant, other than Obligor as a defense to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participationCredit Obligations.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, 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 Loans owing to it (other than (x) as payment of a Loan made by an Issuing Bank pursuant to the Fee Lettersfirst sentence of Section 2.03(c) or (y) pursuant to Section 2.11, Section 2.02(c), 2.08, 2.12, 2.15 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) 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 (Bii) 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 and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Lenders. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.15 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 Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans (and Letter of Credit Obligations, if applicable) under the Facilities with respect to which they hold a Commitment or an outstanding Loan.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)the “Aggregate Amounts Due”) or, on account of which is greater than the Borrower’s reimbursement obligations proportion received by any other Lender in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) apply a portion of such payment to purchase participations equal to the Lenders, such Lender shall forthwith purchase from portion of the Aggregate Amounts Due to the other Lenders such (which participations in the Advances made by them and such reimbursement obligations as shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller of its portion of such payment, and which participations will be permitted notwithstanding any prohibition to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lenderbanker’s required repayment lien, set-off or counterclaim with respect to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (Each of the Agent and the Banks agrees that if it shall, whether voluntary, involuntary, through the exercise of rights under any right Loan Document or rights of banker's lien, set-off, counterclaim or otherwise against Borrower or otherwise) on account , obtain payment of a portion of the Advances aggregate Obligations owed to it which, taking into account all distributions made by the Agent under this Agreement causes the Agent or such Bank to have received more than it (other than would have received had such payment been received by the Agent and distributed pursuant to this Agreement, then (i) it shall notify the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account Agent and each of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersother Banks, such Lender (ii) it shall forthwith be deemed to have simultaneously purchased and shall be obligated to purchase from the other Lenders such participations interests in the Advances Obligations as necessary to cause the Agent and all Banks to share all payments as provided for herein, and (iii) such other adjustments shall be made by them and such reimbursement obligations from time to time as shall be necessary equitable to cause such purchasing Lender to ensure that the Agent and all Banks share the excess payment ratably with each all payments of them, Obligations as provided for herein; provided, however, that (i) if all nothing contained herein shall in any way affect the right of the Agent or any portion Bank to obtain payment (whether by exercise of such excess payment is thereafter recovered from such purchasing Lenderrights of banker's lien, such purchase from each Lender shall be rescinded and such Lender shall repay set-off, counterclaim or otherwise) of indebtedness other than the Obligations. Borrower expressly consents 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 (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) foregoing arrangements and agrees that any holder of any such interest or other amount paid participation in the Obligations, whether or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower acquired 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)foregoing arrangements, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, may to the fullest extent permitted by law, law exercise any and all its rights of payment (including the right of banker's lien, set-off) with respect to such participation off or counterclaim as fully as if such Lender holder were the direct creditor a holder of the Borrower Obligations in the amount of such interest or other participation. If all or any part of any funds transferred pursuant to this Section 2.13 is thereafter recovered from the seller under this Section 2.13 which received the same, the purchase provided for in this Section 2.13 shall be deemed to have been rescinded and the purchase price restored to the extent of such recovery, together with interest, if any, if interest is required pursuant to court order to be paid on account of the possession of such funds prior to such recovery.

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 Loans owing to it (other than pursuant to the Fee LettersSections 2.8, Section 2.02(c), 2.082.11, 2.12, 2.15 2.13, 8, 11.3 or 8.04(b11.14)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders (other than an overpayment by the Administrative Agent, in which case the relevant Lender receiving the overpayment shall promptly pay such overpayment amount back to the Administrative 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 forthwith purchase from the other Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 recovery recovery) together with an amount equal to such Lender’s ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 may, to the fullest extent permitted by law, 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 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 any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and recovered. The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. For the avoidance of doubt, the provisions of this Section 2.16 2.10(b) shall not be construed to apply to (Ax) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Outstandings L/C Obligations or in Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 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, or otherwise) on account of the Advances made by owing to it (other than (x) amounts received pursuant to the Fee Letters, Section 2.02(c), 2.08Sections 2.11, 2.12, 2.15 2.13 or 8.04(b)8.06(c) or, on account of the Borrower’s reimbursement obligations or (y) proceeds received in respect of LC Outstandings any Risk Policy) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) 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 ratable share (according to the proportion of (A1) the amount of such Lender’s required repayment to (B2) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.03 of the Intercreditor and Collateral Agency Agreement, then Section 3.03 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.03 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender's Commitment under Section 2.04(c)), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Aa) 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 (i) the amount of such Lender’s 's required repayment to the purchasing Lender to (Bii) the total amount so recovered from 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 and recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.11 may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of set‑off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 2.16 2.11 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.16 2.11 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.16(f): (a) if any Term Lender shall obtain obtains 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 Term Loans owing to it, any interest thereon, fees in respect thereof or other Obligations in respect of the Term Loans hereunder (other than payments pursuant to the Fee LettersSection 2.17, Section 2.02(c), 2.08, 2.12, 2.15 2.18 or 8.04(b)2.19) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Portion of all payments on account of the Advances or on account of such reimbursement obligations Obligations obtained by all the Term Lenders, such Term Lender (each, a “Purchasing Term Lender”) shall forthwith purchase from the other Term Lenders (each, a “Selling Term Lender”) such participations in the Advances made by them and such reimbursement obligations their Term Loans as shall be necessary to cause such purchasing Purchasing Term Lender to share the excess payment ratably with each of them, provided, however, that . (i) If any Revolving Lender obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) of the Letter of Credit Obligations owing to it, any interest thereon, fees in respect thereof or other Revolving Obligations hereunder (other than payments pursuant to Section 2.17, 2.18 or 2.19) in excess of its Ratable Portion of all payments of such Obligations obtained by all the Revolving Lenders, except as a result of a refinancing of such Obligations, such Revolving Lender (each, a “Purchasing Revolving Lender” and, together with the Purchasing Term Lenders, the “Purchasing Lenders”) shall forthwith purchase from the other Revolving Lenders (each, a “Selling Revolving Lender” and, together with the Selling Term Lenders, the “Selling Lenders”) such participations in the Letter of Credit Obligations as shall be necessary to cause such Purchasing Revolving Lender to share the excess payment ratably with each of them. (A) [Reserved]. (ii) Except as expressly provided otherwise with respect to Defaulting Lenders, each payment of the Revolving Commitment Fees and each reduction of the Revolving Commitments shall be allocated pro rata among the Revolving Lenders in accordance with their respective Revolving Commitments (or, if the Revolving Commitments shall have expired or been terminated, in accordance with their respective Revolving Exposure). (A) Except as expressly provided otherwise with respect to Defaulting Lenders, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Term Loans, each reduction of the Term Commitments and each conversion of any Borrowing to or continuation of any Borrowing shall be allocated pro rata among the Term Lenders in accordance with their respective Term Exposure. Each Term Lender agrees that in computing such Term Lender’s portion of any Term Borrowing to be made hereunder, the Term Loan Administrative Agent may, in its discretion, round each Term Lender’s percentage of such Borrowing to the next higher or lower whole dollar amount. (B) [Reserved]. (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 applicable 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 (Ai) the amount of such Selling Lender’s required repayment in relation to (Bii) the total amount 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 recovered. (c) Each Borrower jointly and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower severally agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.16 11.7 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 Purchasing Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. (i) If any US Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share US Advances, Term Loan Advances or other obligations hereunder resulting in such Lender receiving payment of payments on account a proportion of the aggregate amount of its US Advances or on account Term Loan Advances and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the US Lender receiving such greater proportion shall (a) notify the US Administrative Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the US Advances, Term Loan Advances made by them and such reimbursement other obligations of the other US Lenders, or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment US Lenders ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective US Advances, Term Loan Advances and other amounts owing them, provided, however, that ; provided that: (iA) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to recovery, without interest; and (B) 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 and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the US Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its US Advances, Term Loan Advances or participations in LC Outstandings Letter of Credit Obligations to any assignee or participant, other than to the US Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 paragraph shall apply). (ii) If any Canadian Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Canadian Advances or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Canadian Advances and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Canadian Lender receiving such greater proportion shall (a) notify the Canadian Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Canadian Advances and such other obligations of the other Canadian Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Canadian Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Canadian Advances and other amounts owing them; provided that: (A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (B) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Canadian Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Canadian Advances or participations in Letter of Credit Obligations to any assignee or participant, other than to the Canadian Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Each Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against such Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Term Loan 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 Term Loans owing by the Borrower to it (other than pursuant to the Fee Letters, Section 2.02(cSections 2.04(b), 2.082.07, 2.122.10, 2.15 2.14 or 8.04(b2.17(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Term Loans made to the Borrower obtained by all the Lenders, such Lender shall notify the Administrative Agent of such fact and forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances Term Loans made by to the Borrower owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Term Loan Lender, such purchase from each Term Loan Lender shall be rescinded and such Term Loan Lender shall repay to the purchasing Term Loan Lender the purchase price to the extent of such recovery together with an amount equal to such Term Loan Lender’s ratable share (according to the proportion of (A) the amount of such Term Loan Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Term Loan Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), ) or (By) any payment obtained by a Term Loan Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof of its Subsidiaries (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Term Loan Lender so purchasing a participation from another Term Loan Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of payment, set-off) off and counterclaim with respect to such participation as fully as if such Term Loan Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Obligor through the exercise of any right of set-offset‑off, banker’s lien or otherwise) on account counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to some or all of the Advances made by it (other than pursuant to the Fee LettersLenders pro rata in accordance with Section 3.2 or Section 10.3, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other applicable Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them such other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the applicable Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with each of them, provided, however, Section 3.2 or Section 10.3; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Commitment, Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) set‑off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower Loans in the amount of such participation. 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 Each Lender shall obtain any payment agrees that (whether voluntary, involuntary, through the exercise of a) if by ------------------------- exercising any right of set-off, off or counterclaim or otherwise, it shall receive payment of (i) on account a proportion of the Advances made aggregate amount due with respect to its Percentage Interest in the Loan and Letter of Credit Exposure which is greater than (ii) the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings the aggregate amount due with respect to such other Lender's Percentage Interest in excess the Loan and Letter of its ratable share of payments on account of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Advances or on account of Lender receiving such reimbursement obligations obtained by all the Lenders, such Lender proportionately greater payment shall forthwith purchase from the other Lenders such participations in the Advances made Percentage Interests in the Loan and Letter of Credit Exposure held by them the other Lenders, and such reimbursement obligations as other adjustments shall be necessary made from time to cause time (including rescission of such purchasing purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to share the excess payment ratably Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with each of them, their respective Percentage Interests; provided, however, that (i) if all this Section 12.5 shall not impair the right of any -------- ------- Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any portion Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure; provided, further, that such application may be -------- ------- affected by Section 4.05 of the Intercreditor Agreement. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such excess payment is thereafter recovered from participation that such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay Credit Participant agree 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 (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender payments received in respect of the total amount so recovered and (ii) the Credit Obligations as provided in this Section 12.5. The provisions of this Section 2.16 shall not be construed 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to apply to (A) any payment made by the Borrower pursuant to and in accordance comply with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings hereof shall be available to any assignee or participant, other than Obligor as a defense to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participationCredit Obligations.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans pro rata with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion) or otherwise, 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)recovered, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)without further interest thereon. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.07) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.10(b) may, to the fullest extent permitted by law, 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 the Borrower in the amount of such participation. For the avoidance of doubt, the provisions of this Section 2.10(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement sub-participations in the participations in L/C obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such Lenderpaying Lxxxxx’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting LenderPermitted Debt Exchanges, or pursuant to Section 11.07), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)the "Aggregate Amounts Due") or, on account of which is greater than the Borrower’s reimbursement obligations proportion received by any other Lender in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) apply a portion of such payment to purchase participations equal to the Lenders, such Lender shall forthwith purchase from portion of the Aggregate Amounts Due to the other Lenders such (which participations in the Advances made by them and such reimbursement obligations as shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller of its portion of such payment, and which participations will be permitted notwithstanding any prohibition to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lender’s required repayment banker's lien, set-off or counterclaim with respect to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 2.15, 2.18, 2.19 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) 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 ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. (a) If any Lender (other than the Swing Loan Bank) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set off on otherwise) on account of Loans made by it (other than pursuant to Section 2.10, 2.11, 2.12 or 2.14), and there is any Swing Loan outstanding in respect of which the Swing Loan Bank has not received payment in full from the Lenders pursuant to Section 2.17(c) or there is any Reimbursement Obligation outstanding in respect of which the relevant Issuer has not received payment in full from the Lenders pursuant to Section 2.16(i), such Lender (a "PURCHASING LENDER") shall purchase a participation in all such Swing Loans and Reimbursement Obligations (pro rata as between each, if both Swing Loans and Reimbursement Obligations are then outstanding) in an amount equal to the lesser of such payment and the amount of such Swing Loan and Reimbursement Obligation for which the Swing Loan Bank and the relevant Issuer has not so received payment in full. If, after giving effect to the foregoing, 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 Credit Loans made by it (other than pursuant to the Fee LettersSection 2.10, Section 2.02(c)2.11, 2.08, 2.12, 2.15 2.12 or 8.04(b)2.14) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Portion of payments on account of the Advances or on account of such reimbursement obligations Revolving Credit Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations their Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that . (ib) if 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 described in paragraph (a) above (a "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 (Ai) the amount of such Selling Lender’s 's required repayment to (Bii) the total amount 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 and recovered. (iic) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.16 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including including, without limitation, the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement sub-participations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting LenderSection 2.07(a)(iv) and Section 11.07), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of banker’s lien, set-offoff or counterclaim, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 any 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 participation from the other Lenders in accordance with this Section, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a). (b) If and for so long as any Lender shall fail to make any payment required to be made by it pursuant to Section 3.03(a) or 9.05 then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such Section in any order as determined by the Administrative Agent in its discretion.

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 it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Revolving Share or Term Share, as applicable, of payments or collateral on account of the Advances or on account Letter of such reimbursement obligations 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 and such reimbursement obligations 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 (i) 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 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 (Aa) the amount of such Lender’s required repayment to the purchasing Lender to (Bb) the total amount so recovered from 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 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 the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender or LC Issuer shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 its Loans or 8.04(b)) or, on account of the Borrower’s reimbursement obligations participations in respect of Drawing Payments resulting in such Lender or LC Outstandings Issuer receiving payment in excess of its ratable pro rata share of the aggregate payments on account obtained by the Lenders and the LC Issuers in respect of the Advances Loans, Letters of Credit or on account of such reimbursement obligations obtained by all the Lendersparticipations in Drawing Payments, then such Lender or LC Issuer, as applicable, shall forthwith purchase from the other Lenders or LC Issuer such participations in the Advances made by them and such reimbursement obligations Loans or Drawing Payments, as the case may be, as shall be necessary to cause such purchasing Lender or LC Issuers to share the excess payment ratably with each of them, provided, however, ; provided that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender or LC Issuer, such purchase from each such Lender or LC Issuer shall be rescinded and such each other Lender or LC Issuer shall repay to the purchasing Lender or LC Issuer the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share or LC Issuer’s Proportionate Share of the applicable Facility (according to the proportion of (Ai) the amount of such other Lender’s or LC Issuer’s required repayment to (Bii) the total amount so recovered from the purchasing LenderLender or LC Issuer) of any interest or other amount paid or payable by the purchasing Lender or LC Issuer in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 2.8.2 shall not be construed to apply to (Ai) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), ) or (Bii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Outstandings Drawing Payments to any assignee or participant, other than to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender or LC Issuer so purchasing a participation from another Lender or LC Issuer pursuant to this Section 2.16 2.8.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were or LC Issuer was the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. All payments from or on behalf of any 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-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.13, Section 2.02(c)2.17, 2.08, 2.12, 2.15 Section 2.19 or 8.04(bSection 8.4(d)) or, or on account of the Borrowersuch Xxxxxxxx’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersobligations, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) 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 recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such LenderXxxxxx’s required repayment to (Bii) 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 and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the such Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings reimbursement obligations or Swingline Advances to any assignee or participant, other than to the such Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Each Borrower agrees that any Lender so purchasing a participation in any Advances made to such Borrower or reimbursement obligations of such Borrower from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, 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 the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (other than pursuant or interest thereon) owed to the Fee Lettersit, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 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 ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.5(b) may, to the fullest extent permitted by law, 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 the Borrower in the amount of such participation; provided, that the provisions of this Section 2.5(b) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of sale of a participation in any of its Loans to any assignee or participant, other than to a Loan Party or any of their Affiliates (as to which provisions of this Section 2.5(b) apply).

Sharing of Payments, Etc. (a) If any Revolving Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Revolving Advances or other obligations hereunder resulting in such Revolving Lender’s receiving payment of payments on account a proportion of the aggregate amount of its Revolving Advances and accrued interest thereon or on account other such obligations greater than its Revolving Pro Rata Share, then the Revolving Lender receiving such greater proportion shall (i) notify the Administrative Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (ii) purchase from the other Lenders such (for cash at face value) participations in the Revolving Advances made by them and such reimbursement other obligations of the other Revolving Lenders, or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Revolving Lenders ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Revolving Advances and other amounts owing them, provided, however, that provided that: (iA) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to recovery, without interest; and (B) 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 and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A1) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B2) any payment obtained by a Revolving Lender as consideration for the assignment of or sale of a participation in any of its Revolving Advances or participations in LC Outstandings Letters of Credit to any assignee or participant, other than to the Borrower Borrowers or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees . (b) If, prior to the Revolving Termination Date, any Bridge Lender shall, by exercising any right of setoff or counterclaim or, except for payments permitted by Section 6.14, otherwise, obtain payment in respect of any principal of or interest on any of its Bridge Loans or other obligations hereunder, such Bridge Lender shall deliver such payment in full to the Administrative Agent for distribution to the Revolving Lenders in accordance with this Agreement. (c) If, after the Revolving Termination Date, any Bridge Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Bridge Loans or other obligations hereunder resulting in such Bridge Lender’s receiving payment of a proportion of the aggregate amount of its Bridge Loans and accrued interest thereon or other such obligations greater than its Bridge Pro Rata Share, then the Bridge Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Bridge Loans and such other obligations of the other Bridge Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Bridge Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Bridge Loans and other amounts owing them, provided that: (A) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (B) the provisions of this paragraph shall not be construed to apply to (1) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Bridge Lender as consideration for the assignment of or sale of a participation in any of its Bridge Loans to any assignee or participant, other than to the Borrowers or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). (d) Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against each Loan Party rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the Borrower each Loan Party in the amount of such participation.

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Participation Percentage of payments on account of the Advances or on account of such reimbursement obligations Obligations obtained by all the LendersLenders (an "excess payment"), such Lender shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders such participations in the Advances made by such Obligations owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share 's Participation Percentage (according to the proportion of (A) the amount of such paying Lender’s 's required repayment to (B) 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 recovered. The Administrative Agent will keep records (which shall be conclusive and (iibinding in the absence of demonstrable error) the provisions of participations purchased pursuant to this Section 2.16 5.12 and will in each case notify the Lenders following any such purchases. (b) If any Lender shall commence any action or proceeding in any court to enforce its rights hereunder after consultation with the other Lenders and, as a result thereof or in connection therewith, it shall receive any excess payment, then such Lender shall not be construed required to apply to (A) share any portion of such excess payment made by with any Lender which has the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)legal right to, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation but does not, join in any of such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its Advances or participations rights in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof another court. (as to which the provisions of this Section 2.16 shall apply). c) The Borrower Issuer agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, 5.12 may exercise all its rights of payment (including the right of set-off) off with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Issuer in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.20 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.13, 2.122.14(a), 2.15 2.16 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) 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 recovered. It is acknowledged and (ii) agreed that the foregoing provisions of this Section 2.16 2.17 reflect an agreement entered into solely among the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any Loan Party shall not be required to give effect to the acquisition of a participation by a Lender pursuant to such provisions or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent participant 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 Borrower in the amount of such participationhereunder.

Sharing of Payments, Etc. If any Lender Note or Certificate Purchaser shall obtain any payment (whether voluntaryvoluntary or involuntary), involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Instruments held by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of Reserve Costs, Funding Costs, Break Costs, Illegality Costs or Increased Costs and other than pursuant to Section 6.03 or any indemnification provision of the Borrower’s reimbursement obligations in respect of LC Outstandings Operative Documents) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Instruments obtained by all the LendersNote and Certificate Purchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Note and Certificate Purchasers such participations in the Advances made Instruments held by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; PROVIDED, provided, howeverHOWEVER, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender Note and Certificate Purchaser shall be rescinded and such Lender each Note and Certificate Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such Purchaser's ratable share (according to the proportion of (i) the amount of the participation purchased from such Purchaser as a result of such excess payment to (ii) the total amount of the participations purchased in respect of such excess payment) of such recovery together with an amount equal to such Lender’s Purchaser's ratable share (according to the proportion of (Ai) the amount of such Lender’s Purchaser's required repayment to (Bii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount amounts paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered and (ii) recovered. Notwithstanding that the provisions of this Section 2.16 Purchaser shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of have purchased a participation in any of its Advances or participations in LC Outstandings such Instruments, the purchasing Purchaser shall be deemed to any assignee or participant, other than have acquired the voting rights under such Instruments to the Borrower or any Subsidiary thereof (as to which extent of, and for the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 mayduration of, to the fullest extent permitted by lawsuch participation, 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 Borrower in the amount of such participationPurchaser shall have been an Assignee thereof.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement subparticipations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender)time to time, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, 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) on account of any Letter of Credit (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share pro rata portion of payments on account of the Advances or reductions on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably (to the extent such other Lenders were entitled to receive a portion of such payment or recovery) with each of them, ; provided, however, that (i) 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 each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s 's ratable share (according to the proportion of (Aa) the amount of such selling Lender’s 's required repayment to the purchasing Lender to (Bb) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of to set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. 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 3.10 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 3.10 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) 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 and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, 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 owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b8.04(c)) or), on account of or the Borrower’s reimbursement obligations participations in respect of LC Outstandings L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by (and subparticipations in L/C Obligations and Swing Line Loans) owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all of 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 the Borrower in the amount of such participation. Notwithstanding the foregoing, the provisions of this Section shall not be construed to apply to (x) any payment that is in excess of such Lender’s ratable share made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including those provisions providing for the application of funds when a Defaulting Lender exists) or (y) the application of Cash Collateral or other credit support (and proceeds thereof) in respect of obligations relating to Letters of Credit (including related Lender participation obligations) provided for in Section 2.18.

Sharing of Payments, Etc. If any Lender Participating Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.06 hereof to a Person that is not an Affiliate of the Account Party) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersParticipating Banks, such Lender Participating Batik shall forthwith purchase from the other Lenders Participating Banks such participations participation in the portions of the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Participating Bank to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderParticipating Bank, such purchase from each Lender Participating Bank shall be rescinded and such Lender Participating Bank shall repay to the purchasing Lender Participating Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Participating Bank's ratable share (according to the proportion of (Ai) the amount of such Lender’s Participating Bank's required repayment to (Bii) the total amount so recovered from the purchasing LenderParticipating Bank) of any interest or other amount paid or payable by the purchasing Lender Participating Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Account Party agrees that any Lender Participating Bank so purchasing a participation from another Lender Participating Bank pursuant to this Section 2.16 4.04 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 Participating Bank were the direct creditor of the Borrower Account Party in the amount of such participation. Notwithstanding the foregoing, if any Participating Bank shall obtain any such excess payment involuntarily, such Participating Bank may, in lieu of purchasing participation from the other Participating Banks in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Agent for distribution in accordance with Section 4.01(a) hereof.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of banker's lien, set-offoff or counterclaim, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 any 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 participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Revolving Credit Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them and such reimbursement obligations to the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) 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 other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to each such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) 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 and (iib) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.20, or (Bz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations subparticipations in LC Outstandings Fronted L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender may, pursuant to this Section 2.16 may2.13, 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, 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 Loans owing to it (other than (x) as payment of a Loan made by an Issuing Bank pursuant to the Fee Lettersfirst sentence of Section 2.03(c) or (y) pursuant to Section 2.11, Section 2.02(c), 2.08, 2.12, 2.15 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) 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 (Bii) 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 and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Lenders. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.15 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 Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans (and Letter of Credit Obligations, if applicable) under the Facilities with respect to which they hold a Commitment or an outstanding Loan.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or otherwise) similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on account behalf of the Advances made by it (Borrower or any other than pursuant Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Fee LettersLenders in accordance with Section 3.2 or Section 11.5, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with each the requirements of themSection 3.2 or Section 11.5, provided, however, as applicable; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower Loans in the amount of such participation. 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 a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or otherwise) similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on account behalf of the Advances made by it (Borrower or any other than pursuant Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Fee LettersLenders in accordance with Section 3.2 or Section 11.4, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with each the requirements of themSection 3.2 or Section 11.4, provided, however, as applicable; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower Loans in the amount of such participation. 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 (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 the Fee Letters, Section 2.02(c2.14 (Special Provisions Governing Eurodollar Rate Loans), 2.082.15 (Capital Adequacy), 2.122.16 (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 8.04(b2.18 (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))) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Portion of all payments on account of the Advances or on account of such reimbursement obligations Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith purchase from the other Lenders (each, a “Selling Lender”) such participations in the Advances made by them and such reimbursement obligations their Loans or other Obligations as shall be necessary to cause such purchasing Purchasing Lender to share the excess payment ratably with each of them, provided, however, that . (ib) if 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 (Ai) the amount of such Selling Lender’s required repayment in relation to (Bii) the total amount 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 and recovered. (iic) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Purchasing Lender so purchasing a participation from another a Selling Lender pursuant to this Section 2.16 11.7 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, off or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Advances or other obligations hereunder resulting in such Lender receiving payment of payments on account a proportion of the aggregate amount of its Advances and accrued interest thereon or on account other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them and such reimbursement other obligations before the Termination Date of the other Appropriate Lenders, and, on and after the Termination Date, of all other Lenders or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Appropriate Lenders or all Lenders, as applicable, ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided, however, that ; provided that: (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and recovery, without interest; and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any payment (whether voluntaryprincipal of or interest on account of any Loan made by it under this Agreement, involuntaryor the participations in L/C Obligations or Swing Line Loans held by it, or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar right or otherwise) on account of the Advances made by , it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith promptly purchase from the other Lenders such participations in the Advances made Revolving Loans made, and/or such subparticipations in the participations in the L/C Obligations, Swing Line Loans or other Obligations held, by them the other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable to cause such purchasing Lender to the end that all the Lenders shall share the excess benefit of such payment ratably (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and recovered. To such end all the Lenders shall make appropriate adjustments among themselves (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)agrees, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 mayin the Loans made, to and/or such subparticipations in the fullest extent permitted participations in the L/C Obligations, Swing Line Loans or other Obligations held, by law, other Lenders may exercise all its rights of payment (including the right of set-off) , bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower Loans, participations in L/C Obligations or Swing Line Loans or other Obligations in the amount of such participation. 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 Borrower.

Sharing of Payments, Etc. If any Lender Secured Party 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, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share pro rata portion of payments on account of the Advances or reductions on account of such reimbursement obligations obtained by all the LendersSecured Parties (other than, prior to the termination of the Commitments, payments of principal, interest and fees with respect to the Swingline Loans which are payable solely to the Swingline Lender), such Lender Secured Party shall forthwith purchase from the other Lenders Secured Parties such participations in the Advances made by them and such reimbursement obligations Obligations as shall be necessary to cause such purchasing Lender Secured Party to share the excess payment or other recovery ratably (to the extent such other Secured Parties were entitled to receive a portion of such payment or recovery) with each of them, ; provided, however, that (i) if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing LenderSecured Party, such the purchase from each Lender shall be rescinded and such Lender each Secured Party which has sold a participation to the purchasing Secured Party shall repay to the purchasing Lender Secured Party the purchase price to the ratable extent of such recovery together with an amount equal to such Lender’s selling Secured Party's ratable share (according to the proportion of (Aa) the amount of such Lender’s selling Secured Party's required repayment to the purchasing Secured Party to (Bb) the total amount so recovered from the purchasing LenderSecured Party) of any interest or other amount paid or payable by the purchasing Lender Secured Party in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so Secured Party purchasing a participation from another Lender Secured Party pursuant to this Section 2.16 3.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of to set-off) with respect to such participation as fully as if such Lender Secured Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this Section 3.15 applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Secured Parties entitled under this Section 3.15 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, any amounts in the Cash Collateral Account shall be used first to satisfy any obligations under the LC Facility Agreement. All proceeds from the sale of Collateral received by the Collateral Agent shall be distributed in accordance with the Borrower Pledge and Security Agreement and the Subsidiary Pledge and Security Agreement, as applicable.

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, or otherwise) on account of the Advances made by owing to it (other than (x) amounts received pursuant to the Fee Letters, Section 2.02(c), 2.08Sections 2.11, 2.12, 2.15 2.13 or 8.04(b)8.5(c) or, on account of the Borrower’s reimbursement obligations or (y) proceeds received in respect of LC Outstandings any Risk Policy) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.3 of the Intercreditor and Collateral Agency Agreement, then Section 3.3 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.3 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

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 Loan (other than amounts due to such Lender pursuant to the Fee Letters, Section 2.02(c), 2.082.9, 2.12, 2.15 2.16, 2.18 or 8.04(b)8.4(c) or, or on account of differing rates of interest on portions of the Borrower’s reimbursement obligations in respect of LC Outstandings Loan) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loan obtained by all the LendersLenders (such Lender, the “Overpaid Lender”), such Overpaid Lender shall forthwith purchase from (x) notify the Administrative Agent of such overpayment (and the Administrative Agent shall notify the Lenders thereof) and (y) pay to the other Lenders such participations amounts in the Advances made by them and such reimbursement obligations cash as shall be necessary to cause such purchasing Overpaid Lender to share the excess payment ratably with each of them, and the Overpaid Lender, upon such payment to each other Lender, shall be deemed to have purchased a participation in such other Lender’s Loan in an amount equal to such payment; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Overpaid Lender, such payment to and purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Overpaid Lender the purchase price such payment to the extent 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 (Bii) the total amount so recovered from the purchasing Overpaid Lender) of any interest or other amount paid or payable by the purchasing Overpaid Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing deemed to have purchased a participation from another Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, exercise all its rights of to obtain payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of 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 (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.04(c)), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 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 so recovered from 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11 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 Borrower in the amount of such participation. The provisions of this Section 2.11 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in Letter of Credit Exposure to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.11 shall apply).

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Commitment Percentage of payments on account of the Advances or on account of such reimbursement obligations Obligations obtained by all the LendersParticipating Lenders (an “excess payment”), such Lender shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders such participations in the Advances made by such Obligations owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Commitment Percentage (according to the proportion of (A) the amount of such paying Lender’s required repayment to (B) 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 recovered. The Administrative Agent will keep records (which shall be conclusive and (iibinding in the absence of demonstrable error) the provisions of participations purchased pursuant to this Section 2.16 4.13 and will in each case notify the Lenders following any such purchases. (b) If any Lender shall commence any action or proceeding in any court to enforce its rights hereunder after consultation with the other Lenders and, as a result thereof or in connection therewith, it shall receive any excess payment, then such Lender shall not be construed required to apply to (A) share any portion of such excess payment made by with any Lender which has the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)legal right to, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation but does not, join in any of such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its Advances or participations rights in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof another court. (as to which the provisions of this Section 2.16 shall apply). c) The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, 4.13 may exercise all its rights of payment (including the right of set-off) off with respect to such participation as fully as if such Lender were the direct creditor of 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-set off, or otherwise) on account of the Advances Loans made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.14, the setoff right of the Borrower under clause (a) above, or the non-pro rata application of payments provided in the last sentence of this clause (e)), such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders 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 ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)share, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11(e) may, to the fullest extent permitted by law, 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 the Borrower in the amount of such participation. If a Lender fails to fund a Loan with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Loans, then, after taking into account any setoffs made pursuant to Section 2.11(a) above, such payment shall be applied among the Non-Defaulting Lenders ratably in accordance with their respective Commitment percentages until each Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Loans and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share. The provisions of this Section 2.11(e) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or to any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.11(e) shall apply).

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, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 (Ai) the amount of such Lender’s 's required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 may, to the fullest extent permitted by law, 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 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 participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Commitment Percentage of payments on account of the Advances or on account of such reimbursement obligations Obligations obtained by all the LendersLenders (an “excess payment”), such Lender shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders such participations in the Advances made by such Obligations owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Commitment Percentage (according to the proportion of (A) the amount of such paying Lender’s required repayment to (B) 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 recovered. The Administrative Agent will keep records (which shall be conclusive and (iibinding in the absence of demonstrable error) the provisions of participations purchased pursuant to this Section 2.16 3.12 and will in each case notify the Lenders following any such purchases. (b) If any Lender shall commence any action or proceeding in any court to enforce its rights hereunder after consultation with the other Lenders and, as a result thereof or in connection therewith, it shall receive any excess payment, then such Lender shall not be construed required to apply to (A) share any portion of such excess payment made by with any Lender which has the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)legal right to, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation but does not, join in any of such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its Advances or participations rights in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof another court. (as to which the provisions of this Section 2.16 shall apply). c) The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, 3.12 may exercise all its rights of payment (including the right of set-off) off with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Tranche A Term Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Tranche A Term LoanLoans or other amounts owing to it as a Tranche A Term Lender (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.05, 2.12, 2.15 2.15, or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all Tranche A Term Loans in the Lendersapplicable Class, such Tranche A Term Lender shall forthwith purchase from the other Tranche A Term Lenders in the applicable Class such participations in the Advances made by Tranche A Term LoanLoans or other amounts owing to them and such reimbursement obligations as Tranche A Term Lenders as shall be necessary to cause such purchasing Tranche A Term Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (Ai) the amount of such Term Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Term Lender) of any interest or other amount paid or payable by the purchasing Term Lender in respect of the total amount so recovered. If any Tranche B Term Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Tranche B Term Loans or other amounts owing to it as a Tranche B Term Lender (other than pursuant to Section 2.12, 2.15, or 9.04(c)) in excess of its ratable share of the Tranche B Term Loans in the applicable Class, such Tranche B Term Lender shall forthwith purchase from the other Tranche B Term Lenders in the applicable Class such participations in the Tranche B Term Loans or other amounts owing to them as Tranche B Term Lenders as shall be necessary to cause such purchasing Tranche B Term 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 Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (i) the amount of such Term Lender’s required repayment to (ii) the provisions total amount so recovered from the purchasing Term Lender) of this Section 2.16 shall not be construed to apply to (A) any payment made interest or other amount paid or payable by the Borrower pursuant to and purchasing Term Lender in accordance with respect of the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)total amount so recovered. The Borrower agrees Borrowers agree that any Term Lender so purchasing a participation from another Term Lender pursuant to this Section 2.16 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 Term Lender were the direct creditor of the Borrower 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 Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.06, 2.122.10, 2.15 2.13 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) 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 ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 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 Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Senior Class Conduit or any Bank Investor (for purposes of this Section only, a "Recipient") shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made Senior Class Certificates owned by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 2.2(c) or 8.04(b)Section 2.3 or Article IV hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Senior Class Certificates obtained by all the LendersSenior Class Conduits and/or the Bank Investors entitled thereto, such Lender Recipient shall forthwith purchase from the other Lenders Senior Class Conduits and/or the Bank Investors entitled to a share of such amount participations in the Advances made Senior Class Certificates owned by them and such reimbursement obligations Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment ratably with each of them, such other Person entitled thereto; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRecipient, such purchase from each Lender such other Person shall be rescinded and each such Lender other Person shall repay to the purchasing Lender Recipient the purchase price paid by such Recipient for such participation to the extent of such recovery recovery, together with an amount equal to such Lender’s other Person's ratable share (according to the proportion of (Aa) the amount of such Lender’s other Person's required repayment payment to (Bb) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered and (ii) recovered. SECTION 5 Right of Setoff. Without in any way limiting the provisions of this Section 2.16 shall not be construed 2.4, each of the Senior Class Conduits and the Bank Investors is hereby authorized (in addition to any other rights it may have) at any time after the Termination Date or during the continu- ance of a Potential Pay Out Event to setoff, appropriate and apply to (Awithout presentment, demand, protest or other notice which are hereby expressly waived) any payment made deposits and any other indebtedness held or owing by a Senior Class Conduit or a Bank Investor to, or for the account of, the Transferor against all amounts owing by the Borrower pursuant Transferor to and in accordance with the express terms of such Senior Class Conduit or Bank Investor under this Agreement (including the application of funds arising from the existence of a Defaulting Lendereven if contingent or unmatured), or (B) provided that no Senior Class Conduit and no Bank Investor shall setoff against any payment obtained by a Lender as consideration for property of the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than Transferor which shall have been pledged to the Borrower Trust or any Subsidiary thereof (as to in which the provisions of this Section 2.16 Trust shall apply)have been granted an interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Borrower in the amount of such participationSECTION 6 Interest Rate; Eurodollar Rate Pro- tection; Illegality.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, off or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Advances or other obligations hereunder resulting in such Lender receiving payment of payments on account a proportion of the aggregate amount of its Advances and accrued interest thereon or on account other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them and such reimbursement other obligations before the Termination Date applicable to such Lender or, in the case of a Term Lender, Final Maturity Date, of the other Appropriate Lenders, and, on and after the Termination Date applicable to such Lender, or in the case of a Term Lender, Final Maturity Date, of all other Lenders or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Appropriate Lenders or all Lenders, as applicable, ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided, however, that ; provided that: (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and recovery, without interest; and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of 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 of any Class owing to it (other than (x) pursuant to Sections 2.15, 2.16, 3.3, 3.4, 3.5, 3.6, 3.7. 11.3 or 11.4 or (y) any payment obtained by a Lender as consideration for the Fee Lettersassignment of or sale of a participation in any of its Commitments or Advances of any Class in accordance with Section 11.11.1, Section 2.02(c), 2.08, 2.12, 2.15 11.11.2 or 8.04(b)Section 11.11.4) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Share of payments on account of the Advances or on account of such reimbursement obligations Class obtained by all the LendersLenders in respect of such Class, such Lender shall forthwith purchase from the such other Lenders such participations in the Advances made by of such Class owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) 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 ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.12 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 Borrower Borrowers in the amount of such participation. For purposes of clause (b) of the definition of Excluded Taxes, a Lender that acquires a participation pursuant to this Section 2.12 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 Advance(s) (as applicable) to which such participation relates.

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, but excluding any proceeds received by assignments or sales of participation in accordance with Section 12.7 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)6.4 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (as determined for purposes of this Section 6.5 by dividing the amount of outstanding Advances owing to such Lender by the aggregate amount of Advances outstanding to all Lenders) of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders 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 each such Lender’s 's ratable share (according to the proportion of (A) the amount of such Lender’s 's required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 6.5 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 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 participation from the other Lenders in accordance with this Section 6.5, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 6.1(a).

Sharing of Payments, Etc. (a) If any Lender Note Holder shall obtain any payment (whether voluntaryvoluntary or involuntary), involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Notes held by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of Additional Costs, the Borrower’s reimbursement obligations provisions of Section 5.03, 5.04 or any indemnification provision contained in respect of LC Outstandings the Operative Documents), in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Notes obtained by all the LendersNote Holders and the Investments made by the Lessor, such Lender Note Holder shall forthwith purchase from the other Lenders Note Holders or the Lessor (as the case may be) such participations in the Advances Notes or Investments held or made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Note Holder to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderNote Holder, such purchase from each Lender Note Holder or the Lessor (as the case may be) shall be rescinded and such Lender each Note Holder or the Lessor (as the case may be) shall repay to the purchasing Lender Note Holder the purchase price to the extent of such Note Holder's or the Lessor's (as the case may be) ratable share (according to the proportion of (i) the amount of the participation purchased from such Note Holder or the Lessor (as the case may be) as a result of such excess payment to (ii) the total amount of the participations purchased in respect of such excess payment) of such recovery together with an amount equal to such Lender’s Note Holder's or the Lessor's (as the case may be) ratable share (according to the proportion of (A) the amount of such Lender’s Note Holder's or Lessor's (as the case may be) required repayment to (B) the total amount so recovered from the purchasing LenderNote Holder) of any interest or other amount amounts paid or payable by the purchasing Lender Note Holders in respect of the total amount so recovered recovered. Notwithstanding that such Note Holders shall have purchased a participation in such Notes or the Investment, the purchasing Note Holder shall be deemed to have acquired the voting rights under such Notes or the Investment to the extent of, and for the duration of, such participation, as if such Note Holder shall have been an Assignee thereof. (iib) If the Lessor shall obtain any payment (whether voluntary or involuntary) on the account of the Investments made by it (other than on account of Additional Costs, the provisions of this Section 2.16 shall not be construed to apply to (A) 5.03, 5.04 or any payment indemnification provision contained in the Operative Documents), in excess of its ratable share of payments on account of the Investments made by the Borrower pursuant to Lessor and in accordance with the express terms of this Agreement (including Notes held by all the application of funds arising from Note Holders, then the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than Lessor shall remit such excess amount to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, Agent for application to the fullest extent permitted by law, exercise all Note Holders such that the Note Holders and the Lessor shall have received 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 Borrower in the amount ratable share of such participationpayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, set off or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of payments on account a greater proportion of the Advances or on account aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (ii) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such reimbursement obligations as payments shall be necessary to cause such purchasing Lender to share shared by the excess payment Lenders ratably in accordance with each the aggregate amount of them, provided, however, that principal of and accrued interest on their respective Loans and participations in LC Disbursements and Swingline Loans; provided that: (iA) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations 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 Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to recovery, without interest, and (B) 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 and (ii) the provisions of this Section 2.16 paragraph (c) shall not be construed to apply to (Ax) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), ) or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Outstandings Disbursements or Swingline Loans to any assignee or participant, other than to the a Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.16 paragraph (c) shall apply). The Each Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 the foregoing arrangements may, subject to the fullest extent permitted by lawSection 9.22, exercise all its against such Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If Prior to the occurrence of an Event of Default, if any Canadian Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Loan made by it in excess of its ratable share of payments on account of Loans made by all Canadian Lenders, such Lender shall forthwith purchase from each other Canadian Lender such participation in such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other applicable Lender; prior to the occurrence of an Event of Default, if any U.S. Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Loan made by it in excess of its ratable share of payments on account of Loans made by all U.S. Lenders, such Lender shall forthwith purchase from each other U.S. Lender such participation in such Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each other applicable Lender; upon and during the continuance of an Event of Default, 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 any Loan made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained Loans made by all the Lenders, such Lender shall forthwith purchase from the each other Lenders Lender such participations participation in the Advances made by them and such reimbursement obligations Loan as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, other applicable Lender; provided, howeverthat, that (i) in each case, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each applicable Lender shall be rescinded and such Lender shall repay to the purchasing Lender Lenders the purchase price to the extent 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 (Bii) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.10 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 in the applicable Loans as fully as if such Lender were the direct creditor of the such 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 Canadian Agent or U.S. Agent, as applicable.

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 Loans made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, providedPROVIDED, howeverHOWEVER, that (i) 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 ratable share ('s Pro Rata Share according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 9.03 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 Borrower in the amount of such participation. The foregoing shall in no way obligate any Lender to seek payment in respect of the Obligations of the Borrower hereunder through such Lender's right of set-off or otherwise at any time, or in any particular order relative to such other rights or remedies such Lender may possess, in a manner that prejudices or impairs (as determined in such Lender's sole discretion) any other right or remedy such Lender may possess to enforce claims against the Borrower in respect of Obligations of the Borrower hereunder or such other Obligations of the Borrower owed to such Lender.

Sharing of Payments, Etc. (a) If any US Revolving Lender shall obtain any payment or reduction (including any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligations of the US Borrowers hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or reductions on account of such reimbursement obligations obtained by all the US Revolving Lenders, such US Revolving Lender shall forthwith notify each of the other US Revolving Lenders and the Administrative Agent of such receipt, and purchase from the other US Revolving Lenders such participations in the Advances made by them and such reimbursement affected obligations as shall be necessary to cause such purchasing US Revolving Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; provided that, provided, however, that (i) if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing LenderUS Revolving Lender 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 recovery together with an amount equal to or such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) 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 and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)additional costs, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)but without interest. The Borrower agrees US Borrowers agree that any US Revolving Lender so purchasing a participation from another US Revolving Lender pursuant to this Section 2.16 2.20 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 US Revolving Lender were the direct creditor of the US Borrowers in the amount of such participation. (b) If any Canadian Revolving Lender shall obtain any payment or reduction of any obligation of the Canadian Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share of payments or reductions on account of such obligations obtained by all the Canadian Revolving Lenders, such Canadian Revolving Lender shall forthwith notify each of the other Canadian Revolving Lenders and the Canadian Administrative Agent (with a simultaneous copy to the Administrative Agent) of such receipt, and purchase from the other Canadian Revolving Lenders such participations in the affected obligations as shall be necessary to cause such purchasing Canadian Revolving Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them; provided that, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Canadian Revolving Lender or additional costs are incurred, the purchase shall be rescinded and the purchase price restored to the extent of such recovery or such additional costs, but without interest. The Canadian Borrower agrees that any Canadian Revolving Lender so purchasing a participation from another Canadian Revolving Lender pursuant to this Section 2.20 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 Canadian Revolving Lender were the direct creditor of the Canadian Borrower in the amount of such participation.