Common use of Sharing Clause in Contracts

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are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to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

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject to the provisions of Section 14.10) of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations must otherwise be restored. Each Lender agrees that it shall be rescinded and the purchase price restored turn over to the extent of such recovery, without interest; and Administrative Agent (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made for distribution by the Borrower pursuant Administrative Agent to and the other Lenders in accordance with the express terms of this Credit Agreement or (yAgreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by a Lender as consideration for all 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 thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLenders.

Sharing. If any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any Loan or Letter of its Loans Credit Liability of any Class owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or Letter of Credit Liabilities of any Class or such other amounts then due hereunder or thereunder by such Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities of any Class or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or Letter of Credit Liabilities of any Class or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Each Lender agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal of or interest on any portion of its Loans or other obligations hereunder resulting and participations in such Lender receiving payment of a proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and accrued interest thereon L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other such obligations greater than its pro rata share thereof as provided herein, then event was to the Lender receiving such greater proportion shall (i) notify the Administrative Agent principal amount of such fact, and (ii) purchase (for cash at face value) participations in the all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other obligations of the other Lendersevent; provided, or make such other adjustments as shall be equitablehowever, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest; and , and (ii) the provisions of this paragraph Section 2.18 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 Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against the Borrower any and all rights of banker’s lien, setoff and or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.26) of any right of set off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan Document or any Bridge Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participation sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Each Lender agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or otherwiseother event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, obtain payment in respect of any principal of setoff or interest on any of its Loans counterclaim or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided hereinevent; provided, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such facthowever, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest; and , and (ii) the provisions of this paragraph Section 2.17 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof of its Affiliates (as to which the provisions of this paragraph Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring holding a participation pursuant in a Loan deemed to the foregoing arrangements have been so purchased may exercise against the Borrower any and all rights of banker’s lien, setoff and or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker’s lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such payment, such Lender receiving payment of shall have received a proportion greater percentage of the aggregate amount of its Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other such obligations greater than its pro rata share thereof as provided hereinLenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of such fact, and each other Lender thereof and (ii) purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and (or participations in Letters of Credit) made by such other obligations of Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and other amounts owing them, provided that: held by each of the Lenders (ior reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) 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. 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 4.05 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 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.25) of the aggregate amount any right of its Loans and accrued interest thereon set off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject to the provisions of Section 14.10) of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due and payable hereunder or thereunder by the Borrower to such Lender receiving such greater proportion than the percentage received by any other Lender, it shall (i) notify promptly turn over to the Administrative Agent of such fact, and (ii) purchase (for cash at face valuedistribution by the Administrative Agent to the other Lenders in accordance with the terms of this Agreement) participations in any such payment on account of the Loans and such other obligations held by it in excess of its ratable portion of payments on account of the other Loans obtained by all the Lenders, or if approved by all the Lenders, promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

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

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

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit or other obligations hereunder resulting in Swingline Loan) through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender receiving payment of shall have received a proportion greater percentage of the aggregate amount of its Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other such obligations greater than its pro rata share thereof as provided hereinLenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of such fact, and each other Lender thereof and (ii) purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and (or participations in Letters of Credit or Swingline Loans) made by such other obligations of Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and other amounts owing them, provided that: held by each of the Lenders (ior reimbursements of Letters of Credit or Swingline Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) 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. 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 4.05 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 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain obtains from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker's lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations must otherwise be restored. Each Lender agrees that it shall be rescinded and the purchase price restored turn over to Administrative Agent (for distribution by Administrative Agent to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and other Lenders in accordance with the express terms of this Credit Agreement or (yAgreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by a Lender as consideration for all 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 thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLenders.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any Note held by it or any other Financing Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: (i) from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and ; or (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such payments, it shall promptly purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and or such other obligations of amounts, respectively, owing to such other Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of principal of and accrued interest on their respective the Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made held by the Borrower pursuant to and Lenders pro rata in accordance with their respective Commitments in effect at the express terms time such Loans were made (by reason of this Credit Agreement or (y) any payment obtained by a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as consideration for will result, as nearly as is practicable, in the assignment outstanding principal amount of or sale of a participation in any of its the Loans to any assignee or participant, other than being held by the Lenders pro rata according to the Borrower amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as otherwise) if such Lender were a direct creditor of the Borrower in the amount of such participationpayment is rescinded or must otherwise be restored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.26) of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

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

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

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

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker's lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such payment, such Lender receiving payment of shall have received a proportion greater percentage of the aggregate amount of its Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other such obligations greater than its pro rata share thereof as provided hereinLenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of such fact, and each other Lender thereof and (ii) purchase (for cash at face value) from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and (or participations in Letters of Credit) made by such other obligations of Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and other amounts owing them, provided that: held by each of the Lenders (ior reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, Obligors agree that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) 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 Obligors. 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 4.05 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 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Collateral Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Bridge Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan Document or any Bridge Note held by it through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Bridge Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Bridge Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Bridge Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participation sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Bridge Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement, any Loan Document or any Notes held by it through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Bridge Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Bridge Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Bridge Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker's lien or other obligations hereunder resulting in counterclaim or similar right or otherwise, and, as a result of such payment, such Lender receiving payment of shall have received a proportion greater percentage of the aggregate amount principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided hereinthe same Class, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of such fact, and each other Lender thereof and (ii) either (A) if such action is because such Lender was a Term Lender and Term Lenders, as a Class, were not entitled to a distribution under Section 4.08, disgorge such payment to the Administrative Agent for application in the manner set forth in Section 4.08 or (B) purchase (for cash at face value) from such other Lenders of the same Class as such Lender participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans and (or participations in Letters of Credit) made by such other obligations of Lenders (or in interest due thereon, as the other Lenderscase may be) in such amounts, or and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and other amounts owing them, provided that: held by each of the Lenders (ior reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) 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. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 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 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.26) of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker's lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any ------- principal of or interest on any of its Loans Loan or other obligations hereunder resulting any participation in such Lender receiving LC Disbursements owing to it or payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans, participations in LC Disbursements or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans, participations in LC Disbursements or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective Loans and the Loans, participations in LC Disbursements or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan or other obligations hereunder resulting any participation in such Lender receiving LC Disbursements owing to it or payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans, participations in LC Disbursements or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans, participations in LC Disbursements or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective Loans and the Loans, participations in LC Disbursements or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker's lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan Document or any Term Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising shall obtain from any right Borrower payment of setoff or counterclaim or otherwise, obtain payment in respect of ------- any principal of or interest on any Loan of its Loans any Class or other obligations hereunder resulting in such Lender receiving Letter of Credit Liability owing to it or payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans of such Class or Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by such Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and of such Class or Letter of Credit Liabilities or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any Loan or Letter of its Loans Credit Liability of any Class owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or Letter of Credit Liabilities of any Class or such other amounts then due hereunder or thereunder by such Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities of any Class or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or Letter of Credit Liabilities of any Class or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 11.20) of the aggregate amount any right of its Loans and accrued interest thereon set off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Bridge Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan AGCO Bridge Loan Agreement Document or any Bridge Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Bridge Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Bridge Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Bridge Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participation sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 11.21) of the aggregate amount any right of its Loans and accrued interest thereon set off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Term Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan Document or any Term Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Term Loans or such other amounts then due to such Lender by the Borrower than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Term Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Term Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participation sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from the Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of any other amount under this Agreement, a proportion Loan Document or any Bridge Note held by it though the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Paying Agent as provided herein) and, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent as a result of such factpayment, and (ii) purchase (for cash at face value) participations in such Lender shall have received a greater percentage of the principal of or interest on the Loans and or such other obligations of amounts then due to such Lender by the Borrower than the percentage received by any other Lenders, it shall promptly purchase from such other Lenders participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or any interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses which may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participation sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrowers payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.25) of the aggregate amount any right of its Loans and accrued interest thereon set off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrowers to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrowers payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrowers to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by the Borrowers to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.26) of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrowers payment in respect of any principal of or interest on any of its the Loans owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrowers to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Obligor payment in respect of any principal of or interest on any Loan or Letter of its Loans Credit Liability owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or Letter of Credit Liabilities or such other amounts then due hereunder or thereunder by such Obligor to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or Letter of Credit Liabilities or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain obtains from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set--off, banker's lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations must otherwise be restored. Each Lender agrees that it shall be rescinded and the purchase price restored turn over to Administrative Agent (for distribution by Administrative Agent to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and other Lenders in accordance with the express terms of this Credit Agreement or (yAgreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by a Lender as consideration for all 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 thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationLenders.

Sharing. If any Lender Each DIP Creditor agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against the Company or any other Credit Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such DIP Creditor under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Note as a result of which the unpaid principal portion of its Loans or Notes shall be proportionately less than the unpaid principal portion of the Loans or Notes of any other DIP Creditor, it shall be deemed simultaneously to have purchased from such other DIP Creditor at face value, and shall promptly pay to such other DIP Creditor the purchase price for, a participation in the Loans or Notes of such other DIP Creditor, so that the aggregate unpaid principal amount of the Loans or Notes and participations in Loans or Notes held by each DIP Creditor shall be in the same proportion to the aggregate unpaid principal amount of all Loans or Notes then outstanding as the principal amount of its Loans or Notes prior to such exercise of banker’s lien, setoff or counterclaim or otherwise, obtain payment in respect other event was to the principal amount of any principal of or interest on any of its all Loans or other obligations hereunder resulting in Notes outstanding prior to such Lender receiving payment exercise of a proportion of the aggregate amount of its Loans and accrued interest thereon banker’s lien, setoff or counterclaim or other such obligations greater than its pro rata share thereof as event; provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest; and , and (ii) the provisions of this paragraph Section 2.18 shall not be construed to apply to (x) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Lender DIP Creditor as consideration for the assignment of or sale of a participation in any of its Term Loans or Notes (to the extent permitted) to any assignee or participant, other than to the Borrower Company or any subsidiary thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04 and/or Section 10.02. The Borrower Company expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring DIP Creditor holding a participation pursuant in a Loan deemed to the foregoing arrangements have been so purchased may exercise against the Borrower any and all rights of banker’s lien, setoff and or counterclaim with respect to any and all moneys owing by the Company to such participation DIP Creditor by reason thereof as fully as if such Lender were DIP Creditor had made a direct creditor of Loan directly to the Borrower Company in the amount of such participation.

Sharing. If Except as expressly provided herein, if any Lender shall, by exercising shall obtain from any right of setoff or counterclaim or otherwise, obtain Borrower payment in respect of any principal of or interest on any Loan or Letter of its Loans Credit Liability of any Class owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise (other than from the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or Letter of Credit Liabilities of any Class or such other amounts then due hereunder or thereunder by such Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Letter of Credit Liabilities of any Class or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or Letter of Credit Liabilities of any Class or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise of the aggregate amount any right of its Loans and accrued interest thereon set-off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing them, provided that: to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain from Borrower payment in respect of any principal of or interest on any of its Loans Loan owing to it or other obligations hereunder resulting in such Lender receiving payment of a proportion any other amount under this Agreement or any other Loan Document through the exercise (subject, as among the Lenders, to Section 12.25) of the aggregate amount any right of its Loans and accrued interest thereon set off, banker’s lien or counterclaim or similar right or otherwise (other such obligations greater than its pro rata share thereof from Administrative Agent as provided herein), then the Lender receiving such greater proportion shall (i) notify the Administrative Agent and, as a result of such factpayment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments from time to time as shall be equitable, so to the end that all the Lenders shall share the benefit of all such payments shall excess payment (net of any expenses that may be shared incurred by the Lenders ratably such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amount of unpaid principal of and accrued and/or interest on their respective the Loans and or such other amounts amounts, respectively, owing themto each of the Lenders. To such end, provided that: all the Lenders shall make appropriate adjustments among themselves (iby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit 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 to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationrestored.