Common use of Sharing Clause in Contracts

Sharing. If any Lender shall obtain payment of any principal of or interest on any Loan owing to it or payment of 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 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 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 make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders in accordance with the terms of this Agreement) 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 all the Lenders.

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

Sharing. If any Lender shall obtain from any Borrower payment of any principal of or interest on any Loan or Letter of Credit Liability of any Class owing to it or payment of 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 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 Letter of Credit Liabilities of any Class or such other amounts then due hereunder or thereunder by the 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 make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or Letter of Credit Liabilities of any Class or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders in accordance with the terms of this Agreement) 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 all the Lenders.

Sharing. If Each Lender agrees that if it shall, 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 shall 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 portion of or interest on any Loan owing to it or payment its Loans and participations in 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 under 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 L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Loan Document through than to the exercise Borrower or any of its Restricted Subsidiaries (subject as to which the provisions of this Section 14.10) 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of any right of set-off, banker’s lien lien, setoff or counterclaim or similar right or otherwise (other than from the 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 hereunder or thereunder with respect to any and all moneys owing by the Borrower to such Lender than the percentage received by any other Lender, it shall promptly purchase from reason thereof as fully as if such other Lenders participations in (or, if and Lender had made a Loan directly to the extent specified by such Lender, direct interests in) Borrower 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, to the end that all the Lenders shall share the benefit amount of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders in accordance with the terms of this Agreement) 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 all the Lendersparticipation.

Sharing. If Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Lender shall obtain payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement Borrower or any other Loan Document through Party, or pursuant to a secured claim under Section 506 of the exercise 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 (subject to the provisions of Section 14.10voluntary or involuntary) in respect of any right of set-off, banker’s lien Loan or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein), and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 be deemed simultaneously to have purchased from such other Lenders 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 L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (ori) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, if and such purchase or purchases or adjustments shall be rescinded to the extent specified by of such Lenderrecovery and the purchase price or prices or adjustment restored without interest, direct interests inand (ii) the Loans or such other amounts, respectively, owing provisions of this Section 2.18 shall not be construed to such other Lenders (or in interest due thereon, as apply to any payment made by the case may be) in such amounts, Borrowers pursuant to and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders in accordance with the express terms of this Agreement) Agreement or 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 any Borrower or any of its Restricted Subsidiaries (whether voluntary as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or involuntaryL/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, through the exercise of any right of setoff or otherwise) on account counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx had made a Loan directly to the Borrowers in the amount of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by all the Lenderssuch participation.

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

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

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

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

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

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

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

Sharing. If any Lender shall obtain payment of any principal of or interest on any Loan owing to OF SET-OFFS. Each Bank agrees that if it or payment of any other amount under this Agreement or any other Loan Document through the exercise (subject to the provisions of Section 14.10) of shall, by exercising any right of set-off, banker’s lien off or counterclaim or similar right or otherwise (other than from the Administrative Agent as provided herein)otherwise, and, as receive payment of a result of such payment, such Lender shall have received a greater percentage proportion of the aggregate amount of principal of or and interest on the Loans or such other amounts then due hereunder or thereunder with respect to any Note held by the Borrower to such Lender it which is greater than the percentage proportion received by any other Lender, it shall promptly purchase from Bank in respect of the aggregate amount of principal and interest due with respect to any Note held by such other Lenders Bank, the Bank receiving such proportionately greater payment shall purchase such participations in (or, if and to the extent specified Notes held 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 amountsBanks, and make such other adjustments from time to time as shall be equitablemade, as may be required so that all such payments of principal and interest with respect to the end that all Notes held by the Lenders Banks shall share be shared by the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata Banks in accordance with the unpaid principal provisions of and/or interest on Section 2.12(B); PROVIDED, that nothing in this Section shall impair the Loans or such other amounts, respectively, owing right of any Bank to each of the Lenders. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders in accordance with the terms of this Agreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff set-off or otherwise) on account counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of a Borrower other than its indebtedness hereunder. Each Borrower agrees, to the Loans held by fullest extent it may effectively do so under applicable law, that any holder of a participation in excess a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of its ratable portion set-off or counterclaim and other rights with respect to such participation as fully as if such holder of payments on account a participation were a direct creditor of such Borrower in the Loans obtained by all the Lendersamount of such participation.

Sharing. If any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any Loan owing to it or of its Loans resulting in such Lender receiving payment of 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 Administrative Agent as provided herein), and, as a result of such payment, such Lender shall have received a greater percentage proportion of the principal aggregate amount of or its Loans and accrued interest on the Loans or such other amounts then due hereunder or thereunder by the Borrower to such Lender thereon than the percentage proportion received by any other Lender, it then the Lender receiving such greater proportion shall promptly notify the Administrative Agent of such fact and shall purchase from such (for cash at face value) participations in the Loans of other Lenders participations in (or, if and to the extent specified by necessary so that the amount of all 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 payments shall be equitable, to the end that all shared by the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata ratably in accordance with the unpaid aggregate amounts of principal of and/or and accrued interest on the Loans their Loans; provided that (a) if any such participations are purchased and all or such other amounts, respectively, owing to each any portion of the Lenders. To payment giving rise thereto is recovered, such end all participations shall be rescinded and the Lenders purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall make appropriate adjustments among themselves (not be construed to apply to any payment made by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over Borrower pursuant to the Administrative Agent (for distribution by the Administrative Agent to the other Lenders and in accordance with the express terms of this Agreement) Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any Person that is an Eligible Assignee (whether voluntary or involuntaryas such term is defined from time to time). The Borrower consents to the foregoing and agrees, through to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise of any right against the Borrower rights of setoff or otherwise) on account and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Loans held by it Borrower in excess the amount of its ratable portion of payments on account of the Loans obtained by all the Lenderssuch participation.