Common use of Sharing Clause in Contracts

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any 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 portion of 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 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and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or 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 such participation.

Sharing. Each So long as no Event of Default shall have occurred and be continuing, with respect to any Facility, each Lender participating therein agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy 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 otherwiseotherwise (except pursuant to Section 2.21 or Section 9.04), or by any other enforcement means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of 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 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 Exposures 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 Exposures 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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each 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 banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made a Loan directly to the Borrowers Borrower in the amount of such participation. After the occurrence, and during the continuance, of an Event of Default, any such payment shall be applied in a manner consistent with Section 7.02, mutatis mutandis.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any 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 portion of 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 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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx Lender had made a Loan directly to the Borrowers in the amount of such participation.

Sharing. Each If any Foreign Issuing Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff set-off or counterclaim against any 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 Foreign Credit Disbursement as resulting in such Lender receiving payment of a result greater proportion of which the unpaid principal portion aggregate amount of its Loans and participations in L/C Foreign Credit Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of proportion received by any other LenderForeign Issuing Lender in respect of its Foreign Credit Disbursement, it then the Lender receiving such greater proportion shall be deemed simultaneously to have purchased from such other Lender purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans and L/C Exposure Foreign Credit Disbursements of such other Lender, Foreign Issuing Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with 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 eventtheir respective Foreign Credit Disbursements; provided, however, provided that (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.18 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and (ii) the provisions of this Section 2.18 paragraph shall not be construed to apply to any payment made by the Borrowers a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Loans Foreign Trade Commitments to any assignee or participant, other than to any the Parent Borrower or any of its Restricted Subsidiaries Subsidiary or Affiliate thereof (as to which the provisions of this Section 2.18 paragraph shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Borrower rights of banker’s lien, setoff or set-off and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to the Borrowers direct creditor of such Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal Proceedings), through if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall pay to the relevant Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) such Agent shall treat the Loans amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and participations shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in L/C Disbursements respect of any other Lenderamount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, it shall be deemed simultaneously to have purchased from then: (a) each Bank which has received a share of such other Lender at face valuerelevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, and shall promptly upon request of the relevant Agent, pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure Agent for account of such other Lender, so that the aggregate unpaid principal Recovering Bank an amount equal to its share of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by such relevant sum; and (b) there shall thereupon fall due from such Obligor to each Lender shall be in the same proportion such Bank an amount equal to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the principal amount of its Loans and L/C Exposure prior sum payable 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 Bank against which 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 Bank's share 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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or 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 such participationrelevant sum was applied.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any Borrower or any other Loan Partythe Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy 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 or L/C Disbursement as a result of which the unpaid principal portion of 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 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 2.17 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 2.17 shall not be construed to apply to any payment made by the Borrowers 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 than to any the Borrower or any of its Restricted Subsidiaries Affiliates (as to which the provisions of this Section 2.18 2.17 shall apply), other than as permitted pursuant to Section 9.04. Each 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 banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made a Loan directly to the Borrowers Borrower in the amount of such participation.

Sharing. Each If any Revolving Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against any 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 principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of a proportion of the aggregate amount of its Revolving Loans and participations in L/C Disbursements accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Revolving Lender receiving such greater proportion shall be proportionately less than (i) notify the unpaid principal portion Administrative Agent of the Loans such fact, and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value, ) participations in the Revolving Loans and shall promptly pay to such other Lender obligations of the purchase price forother Revolving Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Revolving Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Revolving 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 lienother amounts owing them, 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 provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.18 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.18 paragraph shall not be construed to apply to (x) any payment made by the Borrowers 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 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 any the Borrower or any of its Restricted Subsidiaries Subsidiary thereof (as to which the provisions of this Section 2.18 paragraph shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each such Loan Party rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Revolving Lender were a direct creditor of each such Loan directly to the Borrowers Party in the amount of such participation.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against any 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 principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Loans and participations Revolving Loans, Swingline Exposure or other obligations hereunder resulting in L/C Disbursements shall be proportionately less than the unpaid principal portion such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans or accrued interest thereon, Swingline Exposure 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 participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value) participations in the Revolving Loans, Swingline Exposure and shall promptly pay to such other Lender obligations of the purchase price forother Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the Loans principal of and L/C accrued interest on their respective Revolving Loans, Swingline 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 lienother amounts owing them, 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 provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.18 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.18 paragraph shall not be construed to apply to (x) any payment made by the Borrowers a Borrower pursuant to and in accordance with the express terms of this Agreement Credit Agreement, including any payment of principal of or interest on the Swingline Loans to the Swingline 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 any a Borrower or any of its Restricted Subsidiaries subsidiary thereof (as to which the provisions of this Section 2.18 paragraph shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to the Borrowers direct creditor of each Borrower in the amount of such participation.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lienset-off pursuant to section 12.3 or at law or equity, setoff or counterclaim against otherwise) on account of any Borrower Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 14.1(1), if all or any other Loan Party, or pursuant to a secured claim under Section 506 portion of the Bankruptcy Code or other security or interest arising from, or in lieu ofsuch excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other 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 portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to 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 purchasing 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 (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 together with an amount equal to such other Lender's rateable share (according to the purchase price proportion that the amount such other Lender's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made payable by the Borrowers purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender 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 participantsection 14.1 may, other than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may fullest extent permitted by Law, exercise any and all its rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall21.1 Redistribution of Payments If, through at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by the Borrower for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Facility Agent of such receipt or recovery and pay to the Facility Agent an amount equal to such excess amount; (b) there shall thereupon fall due from the Borrower to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Facility Agent shall treat the amount received by it shall be deemed simultaneously to have purchased from such other Lender at face value, Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from the Borrower in respect of such relevant payment 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 persons entitled thereto (including such Recovering Bank) pro rata to such exercise of banker’s lientheir respective entitlements thereto, 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, Provided 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 that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 19.3 (Payments by the Facility Agent) such portion of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 excess amount as is so attributable shall not be construed required to apply be shared pursuant hereto. 21.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to any payment made it by the Borrowers Borrower under the Facility Agreement becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 21.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from the Borrower to each such Bank an amount equal to the amount paid out by it pursuant to and in accordance with paragraph (a) above, the express terms of this Agreement or any payment obtained by a Lender as consideration amount so due being, for the assignment of or sale of a participation in any of its Loans to any assignee or participantpurposes hereof, other than to any Borrower or any of its Restricted Subsidiaries (treated as to which if it were 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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers sum payable to such Lender by reason thereof as fully as if Bank against which such Xxxxxx had made a Loan directly to the Borrowers in the amount Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that if it shall20.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 20.3 (Recoveries Through Legal Proceedings), through if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall pay to the Facility Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Facility Agent shall treat the amount received by it shall be deemed simultaneously to have purchased from such other Lender at face value, Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment 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 persons entitled thereto (including such Recovering Bank) pro rata to such exercise of banker’s lientheir respective entitlements thereto, 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, provided 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 that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 18.3 (Payments by the Facility Agent) such portion of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 excess amount as is so attributable shall not be construed required to apply be shared pursuant hereto. 20.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any payment made of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the Borrowers implementation of Clause 20.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum together with such amount (if any) as is necessary to reimburse the Recovering Bank the appropriate proportion of any interest it shall have been obliged to pay when repaying such relevant sum to the relevant Obligor as aforesaid; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to and in accordance with paragraph (a) above, the express terms of this Agreement or any payment obtained by a Lender as consideration amount so due being, for the assignment of or sale of a participation in any of its Loans to any assignee or participantpurposes hereof, other than to any Borrower or any of its Restricted Subsidiaries (treated as to which if it were 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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers sum payable to such Lender by reason thereof as fully as if Bank against which such Xxxxxx had made a Loan directly to the Borrowers in the amount Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any 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 portion of 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 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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or 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 Lexxxx xad made a Loan directly to the Borrowers in the amount of such participation.

Sharing. Each If: (a) any Lender agrees that if it shallshall receive any payment or reduction (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to section 12.3 or counterclaim against any Borrower at law or any other Loan Partyequity, or otherwise) of the Obligations owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction; (b) after acceleration of the Obligations, any Lender shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 12.3 or at law or equity, or otherwise) of a secured claim under Section 506 proportion of the Bankruptcy Code or Obligations owed to it (other security or interest arising from, or than Increased Costs paid to it) in lieu of, such secured claim, excess of the proportion received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other meansLender (with all determinations of proportions being made on the basis of Obligations expressed as the Equivalent Amount of US Dollars); or (c) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, obtain payment or be owed such outstanding Obligations, rateably with such other Lenders. In the case of paragraph (voluntary a) above, if all or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be proportionately less than rescinded and each Lender shall repay to 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 purchasing 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 (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 together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made payable by the Borrowers purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender 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 participantsection 14.1 may, other than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may fullest extent permitted by Law, exercise any and all its rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall25.1 Redistribution of Payments If, through at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Agent of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Agent shall treat the amount received by 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 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 Recovering Bank 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 paragraph (iia) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully above as if such Xxxxxx amount had made a Loan directly been received by it from such Obligor in respect of such relevant payment and shall pay the same to the Borrowers persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto. 25.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 25.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of such participationrelevant sum was applied.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lienset-off pursuant to section 10.3 or at law or equity, setoff or counterclaim against otherwise) on account of any Borrower Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any other Loan Party, or pursuant to a secured claim under Section 506 portion of the Bankruptcy Code or other security or interest arising from, or in lieu ofsuch excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other 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 portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to 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 purchasing 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 (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 together with an amount equal to such other Lender's rateable share (according to the purchase price proportion that the amount such other Lender's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made payable by the Borrowers purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender 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 participantsection 12.1 may, other than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may fullest extent permitted by Law, exercise any and all its rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against any 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 principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Loans and participations resulting in L/C Disbursements shall be proportionately less than the unpaid principal portion such Lender receiving payment of a greater proportion 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 L/C Exposure prior to accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such exercise greater proportion shall notify the Administrative Agent of banker’s lien, setoff or counterclaim or such fact and shall purchase (for cash at face value) participations in the Loans of other event was Lenders to the principal extent necessary so that the amount of all Loans such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventaccrued interest on their Loans; provided, however, provided that (ia) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.18 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and (iib) the provisions of this Section 2.18 9.04 shall not be construed to apply to any payment made by the Borrowers Borrower pursuant to and in accordance with the express terms of this 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 assignee or participant, other than to any Borrower or any of its Restricted Subsidiaries Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this Section 2.18 shall applytime), other than as permitted pursuant to Section 9.04. Each The Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against the Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall31.1 Redistribution of Payments Subject to Clause 31.3 (Recoveries Through Legal Proceedings), through if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall pay to the relevant Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) such Agent shall treat the Loans amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and participations shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in L/C Disbursements respect of any other Lenderamount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, it shall be deemed simultaneously to have purchased from then: (a) each Bank which has received a share of such other Lender at face valuerelevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, and shall promptly upon request of the relevant Agent, pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure Agent for account of such other Lender, so that the aggregate unpaid principal Recovering Bank an amount equal to its share of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by such relevant sum; and (b) there shall thereupon fall due from such Obligor to each Lender shall be in the same proportion such Bank an amount equal to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the principal amount of its Loans and L/C Exposure prior sum payable 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 Bank against which 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 Bank's share 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 Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or 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 such participationrelevant sum was applied.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lienset-off pursuant to section 10.3 or at law or equity, setoff or counterclaim against otherwise) on account of any Borrower Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any other Loan Party, or pursuant to a secured claim under Section 506 portion of the Bankruptcy Code or other security or interest arising from, or in lieu ofsuch excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other 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 portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to 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 purchasing 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 (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 together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made payable by the Borrowers purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender 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 participantsection 12.1 may, other than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may fullest extent permitted by Law, exercise any and all its rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. (a) Each Lender agrees of the Banks agree among themselves that if it with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks in proportion to their respective Percentage, whether received by voluntary payment, by the exercise of the right of set off or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (b) If any Bank shall, through the exercise of a any right of counterclaim, set off, banker’s lien's lien or otherwise, setoff receive payment or counterclaim against any Borrower reduction of a proportion of the aggregate amount of the Loans or Reimbursement Obligations or interest thereon due to such Bank, or any other Loan Partyamount payable hereunder, or pursuant to a secured claim under Section 506 of as the Bankruptcy Code or other security or interest arising fromcase may be, or in lieu of, such secured claim, which is greater than the proportion received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary Bank or involuntary) Banks in respect to the aggregate amount of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans Reimbursement Obligation 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 interest thereon due such Bank, or with respect to any other Lenderamount payable hereunder, that Bank receiving such proportionately greater payment shall notify the other Banks and the Agent of such receipt and purchase participations (which it shall be deemed simultaneously to have purchased from done simultaneously upon the receipt of such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation excess payment) in the Loans and L/C Exposure of such Reimbursement Obligations held by the other Lender, Bank or Banks so that the aggregate unpaid all such recoveries of principal amount of and interest with respect to the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender Reimbursement Obligations shall be in the same proportion proportionate to the aggregate unpaid principal amount each Bank's respective Percentage; provided that if all or part 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 lienproportionately greater payment received by such purchasing Bank is thereafter recovered from such Bank, 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 those 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 and the purchase prices paid for such participations shall be returned to the purchasing Bank to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. Each participant of any Bank shall have the same rights of set off against the Company set forth in Section 10.9 as if it were a Bank and agrees that, and (ii) with respect to any setoff made by such participant, the provisions of this Section 2.18 10.10 shall not be construed to similarly apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by as if it were 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 Bank. (as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower c) The Company expressly consents to the foregoing arrangements and agrees that any Lender holding a participation arrangement described in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or 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 such participationthis Section 10.10.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lienset-off pursuant to Section 10.3 or at law or equity, setoff or counterclaim against otherwise) on account of any Borrower Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this Section 12.1(2), if all or any other Loan Party, or pursuant to a secured claim under Section 506 portion of the Bankruptcy Code or other security or interest arising from, or in lieu ofsuch excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other 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 portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to 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 purchasing 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 (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 together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) payable by the provisions purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this Section 2.18 shall not be construed to apply to any payment made by the Borrowers 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 participant12.1 may, other than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may fullest extent permitted by Applicable Law, exercise any and all its rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof participation as fully as if such Xxxxxx had made Lender were a Loan directly to direct creditor of the Borrowers Borrower in the amount of such participation.

Sharing. Each Lender agrees that 22.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 22.3 (RECOVERIES THROUGH LEGAL PROCEEDINGS), if it shallat any time, through the proportion which any Bank (a "RECOVERING BANK") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "RELEVANT PAYMENT") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "EXCESS AMOUNT") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Agent of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans Agent shall treat the amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and participations shall pay the same to the persons entitled thereto (including such Recovering Bank) PRO RATA to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 20.3 (PAYMENTS BY THE AGENT) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 22.2 REPAYABLE RECOVERIES If any sum (a "RELEVANT SUM") received or recovered by a Recovering Bank in L/C Disbursements respect of any other Lender, amount owing to 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 by any of the Loans Obligors becomes repayable and L/C Exposure and participations in Loans and L/C Exposure held is repaid 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 lienRecovering Bank, 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 then: (i) if any each Bank which has received a share of such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and relevant sum by reason of the payment giving rise thereto shall thereafter be recoveredimplementation of Clause 22.1 (REDISTRIBUTION OF PAYMENTS) shall, such purchase or purchases or adjustments shall be rescinded upon request of the Agent, pay to the extent Agent for account of such recovery and the purchase price or prices or adjustment restored without interest, and Recovering Bank an amount equal to its share of such relevant sum; and (ii) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the provisions of this Section 2.18 shall not be construed to apply to any payment made amount paid out by the Borrowers it pursuant to and in accordance with paragraph (a) above, the express terms of this Agreement or any payment obtained by a Lender as consideration amount so due being, for the assignment of or sale of a participation in any of its Loans to any assignee or participantpurposes hereof, other than to any Borrower or any of its Restricted Subsidiaries (treated as to which if it were 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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers sum payable to such Lender by reason thereof as fully as if Bank against which such Xxxxxx had made a Loan directly to the Borrowers in the amount Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against any theany 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 portion of 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 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 Borrowers BorrowerBorrowers 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 than to any theany Borrower or any of its Restricted Subsidiaries (as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each TheEach 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 banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers BorrowerBorrowers to such Lender by reason thereof as fully as if such Xxxxxx Lender had made a Loan directly to the Borrowers BorrowerBorrowers in the amount of such participation.

Sharing. Each Lender agrees that if it shall20.1 Redistribution of Payments If, through at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by the Borrower for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the unpaid principal portion of proportion thereof so received or recovered by the Loans and participations in L/C Disbursements of any other LenderBank or Banks so receiving or recovering the smallest proportion thereof, 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 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 then: (i) if any such purchase Recovering Bank shall inform the Agent of such receipt or purchases or adjustments recovery and pay to the Agent an amount equal to such excess amount; (ii) there shall be made thereupon fall due from the Borrower to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to this Section 2.18 paragraph (i) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such Recovering Bank's portion of such relevant payment; and (iii) the Agent shall treat the amount received by it from such Recovering Bank pursuant to paragraph (i) above as if such amount had been received by it from the Borrower in respect of such relevant payment and shall pay the payment giving rise same to the persons entitled thereto shall thereafter be recovered(including such Recovering Bank) pro rata to their respective entitlements thereto, such purchase or purchases or adjustments shall be rescinded Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (i)(a) of Clause 18.3 (Payments by the Agent) such portion of such recovery excess amount as is so attributable shall not be required to be shared pursuant hereto. 20.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by the Borrower becomes repayable and is repaid by such Recovering Bank, then: (i) each Bank which has received a share of such relevant sum by reason of the purchase price or prices or adjustment restored without interestimplementation of Clause 20.1 (Redistribution of Payments) shall, and upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (ii) there shall thereupon fall due from the provisions of this Section 2.18 shall not be construed Borrower to apply each such Bank an amount equal to any payment made the amount paid out by the Borrowers it pursuant to and in accordance with paragraph (i) above, the express terms of this Agreement or any payment obtained by a Lender as consideration amount so due being, for the assignment of or sale of a participation in any of its Loans to any assignee or participantpurposes hereof, other than to any Borrower or any of its Restricted Subsidiaries (treated as to which if it were 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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers sum payable to such Lender by reason thereof as fully as if Bank against which such Xxxxxx had made a Loan directly to the Borrowers in the amount Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that 22.1 Redistribution of Payments Subject to Clause 22.3 (Recoveries Through Legal Proceedings), if it shallat any time, through the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 combination 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 accounts 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 its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by either of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Agent of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Agent shall treat the amount received by 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 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 Recovering Bank 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 paragraph (iia) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers 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 than to any Borrower or any of its Restricted Subsidiaries (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 L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully above as if such Xxxxxx amount had made a Loan directly been received by it from such Obligor in respect of such relevant payment and shall pay the same to the Borrowers persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto. 22.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by either of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 22.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of such participationrelevant sum was applied.