Common use of Sharing Clause in Contracts

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in disbursements under Letters of Credit and Swingline Loans; provided that (a) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If Purchasers hereby agree among themselves that, if any Lender of them shall, whether by exercising voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of setoff set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Note Documents or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment as adequate protection of a greater deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of its Loans principal, interest, fees and participations in disbursements other amounts then due and owing to such Purchaser hereunder or under Letters of Credit and Swingline Loans and accrued interest thereon the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other LenderPurchaser in respect of the Aggregate Amounts Due to such other Purchaser, then the Lender Purchaser receiving such proportionately greater proportion payment shall (a) notify each other Purchaser of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall purchase (for cash at face valuebe deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders Aggregate Amounts Due to the extent necessary other Purchasers so that the amount of all such payments recoveries of Aggregate Amounts Due shall be shared by all Purchasers in proportion to the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in disbursements under Letters of Credit and Swingline LoansAggregate Amounts Due to them; provided that (a) provided, if any such participations are purchased and all or any portion part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the payment giving rise thereto is recoveredbankruptcy or reorganization of Company or otherwise, such participations those purchases shall be rescinded and the purchase price restored prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and (b) all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 9.04 2.16 shall not be construed to apply to (a) any payment made by the Borrower any Note Party pursuant to and in accordance with the express terms of this Agreement any Note Document or (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or b) any payment obtained by a Lender any Purchaser as consideration for the assignment of or sale of a participation transfer in any of its Loans Notes or participations in disbursements under Letters of Credit or Swingline Loans other Obligations owed to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationit.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker's lien or participations in disbursements under Letters counterclaim or similar right or otherwise, and, as a result of Credit or Swingline Loans resulting in such payment, such Lender receiving payment of shall have received a greater proportion percentage of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the proportion percentage received by any other LenderLenders of the same Class, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) either (A) if such action is because such Lender was a Term Lender and Term Lenders, as a Class, were not entitled to a distribution under Section 4.08, disgorge such payment to the Administrative Agent for application in the manner set forth in Section 4.08 or (B) purchase from such other Lenders of the same Class as such fact and shall purchase (for cash at face value) Lender participations in the Loans (or, if and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that specified by such Lender, direct interests in) the amount Loans (or participations in Letters of all Credit) made by such payments other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be shared by equitable, to the end that all the Lenders ratably shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amounts of unpaid principal of and accrued and/or interest on their the Loans and participations in disbursements under held by each of the Lenders (or reimbursements of Letters of Credit and Swingline Loans; provided that Credit). To such end all the Lenders shall make appropriate adjustments among themselves (aby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If Purchasers hereby agree among themselves that, if any Lender of them shall, whether by exercising voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of setoff set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Note Documents or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment as adequate protection of a greater deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of its Loans principal, interest, fees and participations in disbursements other amounts then due and owing to such Purchaser hereunder or under Letters of Credit and Swingline Loans and accrued interest thereon the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other LenderPurchaser in respect of the Aggregate Amounts Due to such other Purchaser, then the Lender Purchaser receiving such proportionately greater proportion payment shall (a) notify each other Purchaser of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall purchase (for cash at face valuebe deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders Aggregate Amounts Due to the extent necessary other Purchasers so that the amount of all such payments recoveries of Aggregate Amounts Due shall be shared by all ​ Purchasers in proportion to the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in disbursements under Letters of Credit and Swingline LoansAggregate Amounts Due to them; provided that (a) provided, if any such participations are purchased and all or any portion part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the payment giving rise thereto is recoveredbankruptcy or reorganization of Company or otherwise, such participations those purchases shall be rescinded and the purchase price restored prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and (b) all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 9.04 2.16 shall not be construed to apply to (a) any payment made by the Borrower any Note Party pursuant to and in accordance with the express terms of this Agreement any Note Document or (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or b) any payment obtained by a Lender any Purchaser as consideration for the assignment of or sale of a participation transfer in any of its Loans Notes or participations in disbursements under Letters of Credit or Swingline Loans other Obligations owed to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationit.

Sharing. If any Tranche Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its respective Tranche A Loans or participations in disbursements under Letters of Credit Tranche B Loans or Swingline Loans other obligations hereunder resulting in such Tranche Lender receiving payment of a greater proportion of the aggregate amount of its Tranche A Loans and participations in disbursements under Letters of Credit and Swingline or Tranche B Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Tranche Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact fact, and shall (ii) purchase (for cash at face value) participations in such Tranche A Loans or Tranche B Loans, as applicable, and such other obligations of the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary Tranche Lenders, or make such other adjustments as shall be equitable, so that the amount benefit of all such payments shall be shared by the Tranche Lenders ratably in accordance with the aggregate amounts amount of principal of and accrued interest on their respective Tranche A Loans or Tranche B Loans and participations in disbursements under Letters of Credit and Swingline Loans; other amounts owing them, provided that that: (ai) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (bii) the provisions of this Section 9.04 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee assignee or participant, other than to the Borrower or any subsidiary thereof (as such term is defined from time to timewhich the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Credit or Swingline Loan) through the exercise of any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in disbursements under Letters of Credit or Swingline Loans resulting Loans) made by such other Lenders (or in interest due thereon, as the case may be) in such Lender receiving payment of a greater proportion of amounts, and make such other adjustments from time to time as shall be equitable, to the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than end that all the proportion received by any other Lender, then Lenders shall share the Lender receiving such greater proportion shall notify the Administrative Agent benefit of such fact and shall purchase excess payment (for cash at face valuenet of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably pro rata in accordance with the aggregate amounts of unpaid principal of and accrued and/or interest on their the Loans and participations in disbursements under Letters of Credit and Swingline Loans; provided that (a) if any such participations are purchased and all or any portion held by each of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent 50 Lenders (or reimbursements of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is an Eligible Assignee (as such term is defined from time to time)rescinded or must otherwise be restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any (1) Secured Obligations due and payable to such Lender under the Financing Documents at such time in excess of its Loans or participations in disbursements under Letters ratable share (according to the proportion of Credit or Swingline Loans resulting in (A) the amount of such Secured Obligations due and payable to such Lender receiving payment of a greater proportion of at such time to (B) the aggregate amount of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time) of payments on account of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time obtained by all the Lenders at such time or (2) Secured Obligations owing (but not due and payable) to such Lender under the Financing Documents at such time in excess of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than ratable share (according to the proportion received of (i) the amount of such Secured Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time) of payment on account of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time obtained by any other Lender, all of the Lenders at such time then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact fact, and shall (y) purchase (for cash at face value) participations in the Loans and participations subparticipations in disbursements under Letters L/C Obligations of Credit and Swingline Loans of the other Lenders to the extent necessary Lenders, or make such other adjustments as shall be equitable, so that the amount benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts amount of principal of Secured Obligations then due and accrued interest on their Loans payable to the Lenders or owing (but not due and participations in disbursements under Letters of Credit and Swingline Loans; payable) to the Lenders, as the case may be, provided that that: (ai) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (bii) the provisions of this Section 9.04 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations subparticipations in disbursements under Letters of Credit or Swingline Loans L/C Obligations to any Person that is an Eligible Assignee assignee or participant, other than to the Borrower or any Subsidiary thereof (as such term is defined from time to timewhich the provisions of this subsection shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If If: (a) any Lender shallshall obtain any payment (whether voluntary, by exercising involuntary, through the exercise of any right of setoff set-off pursuant to Section 10.3 or counterclaim at law or equity, or otherwise, obtain payment in respect ) on account of any principal of or interest on any Advance made by it (other than Increased Costs paid to it) in excess of its Loans or participations in disbursements under Letters Rateable Portion on account of Credit or Swingline Loans resulting in such Advance; 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 Portion; then such Lender receiving payment of a greater proportion of shall forthwith purchase from the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving Lenders such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of Accommodations made by such other Lenders to the extent necessary so that the amount of all such payments as shall be shared by necessary to cause such purchasing Lender to share the Lenders ratably excess payment or be owed the outstanding Obligations in accordance with its Rateable Portion with such other Lenders. In the aggregate amounts case of principal of and accrued interest on their Loans and participations in disbursements under Letters of Credit and Swingline Loans; provided that paragraph (a) of this Section 12.1(2), if any such participations are purchased and all or any portion of the such excess payment giving rise thereto is recoveredthereafter recovered from such purchasing Lender, such participations purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery, without interest, and recovery together with an amount equal to such other Lender's rateable share (baccording to the 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 other amount paid or 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 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees12.1 may, to the fullest extent it may effectively do so under applicable lawpermitted by Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower all its rights of setoff and counterclaim payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker's lien or participations in disbursements under Letters counterclaim or similar right or otherwise, and, as a result of Credit or Swingline Loans resulting in such payment, such Lender receiving payment of shall have received a greater proportion percentage of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the proportion percentage received by any other LenderLenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of and each other Lender thereof and (ii) purchase from such fact and shall purchase (for cash at face value) other Lenders participations in the Loans (or, if and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that specified by such Lender, direct interests in) the amount Loans (or participations in Letters of all Credit) made by such payments other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be shared by equitable, to the end that all the Lenders ratably shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amounts of unpaid principal of and accrued and/or interest on their the Loans and participations in disbursements under held by each of the Lenders (or reimbursements of Letters of Credit and Swingline Loans; provided that Credit). To such end all the Lenders shall make appropriate adjustments among themselves (aby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, Obligors agree that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Obligors. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Revolving Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in disbursements under Letters of Credit or Swingline Loans other obligations hereunder resulting in such Lender Revolving Lender’s receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Revolving Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Lenderits pro rata share thereof as provided herein, then the Revolving Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact fact, and shall (ii) purchase (for cash at face value) participations in the Revolving Loans and participations in disbursements under Letters such other obligations of Credit and Swingline Loans of the other Lenders to the extent necessary Revolving Lenders, or make such other adjustments as shall be equitable, so that the amount benefit of all such payments shall be shared by the Revolving Lenders ratably in accordance with the aggregate amounts amount of principal of and accrued interest on their respective Revolving Loans and participations in disbursements under Letters of Credit and Swingline Loans; other amounts owing them, provided that (a) that: i. if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) ; and ii. the provisions of this Section 9.04 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (for including the avoidance application of doubt, as in effect funds arising from time to time), including Section 2.16, 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 disbursements under Letters of Credit LC Disbursements or Swingline Loans to any Person that is an Eligible Assignee assignee or participant, other than to the Borrower or any Subsidiary thereof (as such term is defined from time to timewhich the provisions of this paragraph shall apply). The Borrower Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower each such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Revolving Lender were a direct creditor of the Borrower each such Loan Party in the amount of such participation.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker’s lien or participations in disbursements under Letters counterclaim or similar right or otherwise, and, as a result of Credit or Swingline Loans resulting in such payment, such Lender receiving shall have received payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued principal or interest thereon than (or reimbursement) then due hereunder by the proportion received by any other LenderBorrower to all Lenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of and each other Lender thereof and (ii) purchase from such fact and shall purchase (for cash at face value) other Lenders participations in the Loans (or, if and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that specified by such Lender, direct interests in) the amount Loans (or participations in Letters of all Credit) made by such payments other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be shared by equitable, to the end that all the Lenders ratably shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amounts of unpaid principal of and accrued and/or interest on their the Loans and participations in disbursements under held by each of the Lenders (or reimbursements of Letters of Credit and Swingline Loans; provided that Credit). To such end all the Lenders shall make appropriate adjustments among themselves (aby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, shall obtain payment in respect of any principal of or ------- interest on any Loan made by it to the Borrower under this Agreement (or reimbursement as to any Letter of its Loans Credit) through the exercise of any right of set-off, banker's lien or participations in disbursements under Letters counterclaim or similar right or otherwise, and, as a result of Credit or Swingline Loans resulting in such payment, such Lender receiving payment of shall have received a greater proportion percentage of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued principal or interest thereon (or reimbursement) then due hereunder by the Borrower to such Lender than the proportion percentage received by any other LenderLenders, then the Lender receiving such greater proportion it shall promptly (i) notify the Administrative Agent of and each other Lender thereof and (ii) purchase from such fact and shall purchase (for cash at face value) other Lenders participations in the Loans (or, if and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that specified by such Lender, direct interests in) the amount Loans (or participations in Letters of all Credit) made by such payments other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be shared by equitable, to the end that all the Lenders ratably shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the aggregate amounts of unpaid principal of and accrued and/or interest on their the Loans and participations in disbursements under held by each of the Lenders (or reimbursements of Letters of Credit and Swingline Loans; provided that Credit). To such end all the Lenders shall make appropriate adjustments among themselves (aby the resale of participations sold or otherwise) if any such participations are purchased and all payment is rescinded or any portion of the payment giving rise thereto is recovered, such participations shall must otherwise be rescinded and the purchase price restored to the extent of such recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (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 or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time)restored. The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, agrees that any Lender acquiring so purchasing a participation pursuant to (or direct interest) in the foregoing arrangements Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise against the Borrower all rights of setoff and set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.