Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it of its Loans under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any Loan on, the Loans made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the unpaid Obligations then due provisions of this paragraph shall not be construed to each apply to any payment made by the Borrower pursuant to and in accordance with the express terms of themthis Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitment or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to Lenders pro rata in accordance with Section 4.2, or otherwise, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Unpaid Drawings or Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and shall make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 4.2. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Unpaid Drawings or Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations Unpaid Drawings or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other payment Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other payment Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other payment Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of a Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made to it by it Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim counterclaim, or similar right, or otherwise, it or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.1, Section 3.2 or Section 11.5, as applicable, such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the Loans madeextent specified by such Lender, or Reimbursement Obligations direct interests in) the portion of the Loan made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.1, Section 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations portion of the Loan or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations such portion of the Loan 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section SECTION 9.2 hereof), banker's lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata PRO RATA in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)set‑off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.4, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.4, as applicable; provided that the unpaid Obligations then due provisions of this paragraph shall not be construed to each apply to any payment made by the Borrower pursuant to and in accordance with the express terms of themthis Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-offset‑off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to a Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by a Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of a Borrower to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to other Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the applicable Loans made, or Reimbursement Obligations made by such other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrowers or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class of such Lender pro rata in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of a Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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 any the Borrower.

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of or interest on any Loan made other recovery (whether voluntary, involuntary, by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right application of setoff or Lien granted under Section 9.2 hereof)otherwise) on account of any Loan or L/C Obligation, banker's lien(other than pursuant to the terms of Sections 3.1, counterclaim 3.3 or similar right3.4) in excess of its Total Pro Rata Share of payments then or therewith obtained by the other Lenders, or otherwise, it such Lender shall promptly purchase from the other Lenders such participations (or subparticipations) in the Loans madeor L/C Obligations, or Reimbursement Obligations or other Obligations heldas applicable, held by the such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each other Lender; provided that if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be rescinded and each Lender that has sold a participation to such purchasing Lender shall repay to such purchasing Lender the purchase price to the end that all the Lenders shall share the benefit ratable extent of such payment recovery together with an amount equal to such selling Lender’s ratable share (net according to the proportion of (a) the amount of such selling Lender’s required repayment to such purchasing Lender to (b) the total amount so recovered from such purchasing Lender) of any expenses which may be incurred interest or other amount paid or payable by such purchasing Lender in obtaining or preserving such benefit) pro rata in accordance with respect of the unpaid Obligations then due to each of themtotal amount so recovered. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender so purchasing a participation in from another Lender pursuant to this Section may, to the Loans madefullest extent permitted by law, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all its rights of set-off, bankers' lien, counterclaim or similar rights payment (including pursuant to Section 11.10) with respect to such participation as fully as if such Lender were a the direct holder creditor of Loans, Reimbursement Obligations or other Obligations the applicable Borrower in the amount of such participation. Nothing contained herein shall require 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 applies, such Lender shall, to the extent practicable, exercise any its rights in respect of such right or shall affect secured claim in a manner consistent with the right rights of any Lender the Lenders entitled under this Section to exercise, and retain share in the benefits of exercisingany recovery on such secured claim. The Lenders may, without the consent of any such right Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this Section 2.17 to establish different sharing arrangements with respect to payments by or on behalf of the Borrowers; provided that any other indebtedness such amendment, modification or obligation of any Borrowersharing arrangement shall be consented to by all Lenders.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)setoff, banker's lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-offsetoff, bankers' banker's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of any principal a deposit treated as cash collateral under the Bankruptcy Code) of or interest on any Loan made by it under this Agreementthe Obligations (whether voluntary, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunderinvoluntary, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar rightoff, or otherwise) in excess of its Applicable Commitment Percentage of payments or reductions on account of such obligations obtained by all the Lenders (other than payments of principal, it interest and fees with respect to the Competitive Bid Loans which are payable solely to the Lenders participating therein), such Lender shall promptly forthwith (i) notify each of the other Lenders and Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time affected obligations as shall be equitable necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit of such excess payment (or reduction, net of any expenses which may be costs incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance connection therewith, ratably with the unpaid Obligations then due to each of them. To , provided that if all or any portion of such end all excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the Lenders purchase shall make appropriate adjustments among themselves (by be rescinded and the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, purchase price restored to the fullest extent it may effectively do so under applicable lawof such recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required to pay interest on such funds. Borrower agrees that any Lender so purchasing a participation in from another Lender pursuant to this Section 4.16. may, to the Loans madefullest extent permitted by law, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all its rights of payment (including the right of set-off, bankers' lien, counterclaim or similar rights ) with respect to such participation as fully as if such Lender were a the direct holder creditor of Loans, Reimbursement Obligations or other Obligations Borrower in the amount of such participation. Nothing contained herein shall require Any payment received by the Agent or any Lender following the occurrence and during the continuation of an Event of Default shall be distributed pro rata amongst the Lenders based upon the percentage obtained by dividing the Obligations owing to exercise any each Lender by the total amount of Obligations on the date of receipt of such right or shall affect payment, with such amounts to be applied to the right outstanding Obligations in accordance with the terms of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthis Agreement.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment, if in respect of a Revolving Loan should be distributed to the Revolving Lenders or otherwiseif in respect of a Term Loan to the Term Loan Lenders, it in each case, in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Revolving Loans madeand or Term Loans, or Reimbursement Obligations as applicable, made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar right, right or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it of its Loans under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 10.5, or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 10.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the unpaid Obligations then due provisions of this paragraph shall not be construed to each apply to any payment made by the Borrower pursuant to and in accordance with the express terms of themthis 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 the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof9.02), banker's lienLien, counterclaim or similar right, or otherwiseotherwise (other than a setoff right in connection with any credit extended by such Lender outside this Agreement)), it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lienLien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any either Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 11.5, as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any portion of the Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders Lenders’ participations in (or, if and to the Loans madeextent specified by such Lender, or Reimbursement Obligations direct interests in) the portion of the Loan made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations Loan or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations the Loan 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the portion of the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim counterclaim, or similar right, or otherwise, it or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.1, Section 3.2 or Section 11.5, as applicable, such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the Loans madeextent specified by such Lender, or Reimbursement Obligations direct interests in) the portion of the Loan made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.1, Section 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations portion of the Loan or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations such portion of the Loan 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the unpaid Obligations then due provisions of this paragraph shall not be construed to each apply to any payment made by the Borrower pursuant to and in accordance with the express terms of themthis Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. ​

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrowers under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrowers or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrowers or any other Loan Party to a Lender (other than any payment in respect of Secured Derivatives Obligations or Secured Cash Management Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.02 or Section 10.05, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.02 or Section 10.05, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrowers. Notwithstanding the foregoing, the provisions of this Section 3.03 shall not be construed to apply to (i) any Borrowerpayment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (ii) 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 Letters of Credit to any assignee or Participant.

Sharing of Payments, Etc. If a Lender any Bank shall obtain payment effect payment, in cash or otherwise, of any Facility Fees or any principal of or interest on any a Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, Agreement through the exercise of any right of set-off (includingoff, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's bankers’ lien, counterclaim or similar right, and such Bank shall have received a greater percentage, in cash or otherwise, of the Facility Fees or the principal or interest then due hereunder to such Bank in respect of its Loans than the percentage received by any other Bank, it shall promptly purchase from the other Lenders Banks participations in the Loans made, or Reimbursement Obligations or other Obligations held, made by the other Lenders Banks in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to Facility Fees, principal and interest on the Loans held by each of them. To such end all the Lenders Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender Bank so purchasing a participation in the Loans made, or Reimbursement Obligations or made by the other Obligations held, Banks under this Section 5.7 may to the extent permitted by other Lenders may applicable law exercise all rights of set-off, bankers' ’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender Bank to exercise any such right or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Borrowerholder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 9.5, or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 9.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrowers under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrowers or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrowers or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.511.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 10.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 10.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower or any Borrowerother Loan Party.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to a Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrowers or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section ý3.2 or Section ý10.4, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection ý3.2 or Section ý10.4, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any principal of Loan or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due obligation owing to such Lender hereunder, under this Agreement through the exercise of any a right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)setoff, banker's lienlien or counterclaim, counterclaim or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right, law or otherwise, it or by any other means, in excess of its pro rata share of such payment as provided for in this Agreement, such Lender shall promptly purchase from the other Lenders participations a Participation Interest in the such Loans made, or Reimbursement Obligations or and other Obligations held, so that the amount of the Obligations held by each of the other Lenders in such amounts, shall continue to equal their respective Pro Rata Shares and make such other adjustments from time to time time, as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred in accordance with their respective ratable shares as provided for in this Agreement. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender in obtaining through the exercise of a right of setoff, banker's lien, counterclaim or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders other event as aforesaid shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is be rescinded or must otherwise be restored, the other Lenders who shared in the benefit of such payment shall similarly arrange their interests in the Obligations to reverse the distribution to them as to allow the originally remitting Lender to refund such payment. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation share in the Loans madeObligations contemplated in this Section 9.8 may, or Reimbursement Obligations or other Obligations heldto the fullest extent permitted by law, by other Lenders may exercise all rights of set-offpayment, bankers' lienincluding setoff, counterclaim banker's lien or similar rights counterclaim, with respect to such participation share in the Obligations as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations such Loan or other Obligations obligation in such amount. Except as otherwise expressly provided in this Agreement, if any Lender or the Agent shall fail to remit to the Agent or any other Lender an amount payable by such Lender or the Agent to the Agent or such other Lender pursuant to this Agreement on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to the Agent or such other Lender at a rate per annum equal to the Federal Funds Rate. 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 9.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such participation. Nothing contained herein shall require any Lender secured claim in a manner consistent with the rights of the Lenders under this Section 9.8 to exercise any such right or shall affect the right of any Lender to exercise, and retain share in the benefits of exercising, any recovery on such right with respect to any other indebtedness or obligation of any Borrowersecured claim.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to Borrower under this Credit Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by Borrower to a Lender not in accordance with the terms of this Credit Agreement and such payment should be distributed to Lenders pro rata in accordance with Section 4.2, or otherwise, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Unpaid Drawings or Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and shall make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 4.2. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Unpaid Drawings or Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations Unpaid Drawings or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to a Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrowers or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class of such Lender pro rata in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender of a Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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 any Borrower.the Borrowers. 50

Sharing of Payments, Etc. If a Lender any Bank shall obtain payment effect payment, in cash or otherwise, of any principal Undrawn Fees or any Accommodations Outstanding of a Class, accrued interest thereon or interest on any Loan made by it other obligations of a Class under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, Agreement through the exercise of any right of set-off (includingoff, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's bankers’ lien, counterclaim or similar right, and such Bank shall have received a greater percentage, in cash or otherwise, of the Undrawn Fees, any Accommodations Outstanding of such Class, accrued interest thereon or other obligations of such Class then due hereunder to such Bank than the percentage received by any other applicable Bank of such Class, it shall promptly purchase from the other Lenders applicable Banks participations in the Loans made, or Reimbursement Obligations or Accommodations Outstanding of such Class made by such other Obligations held, by the other Lenders Banks in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders applicable Banks shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the applicable unpaid Obligations then due to Undrawn Fees, Accommodations Outstanding of such Class and accrued interest thereon and other obligations of such Class held by each of them. To such end all the Lenders applicable Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender Bank so purchasing a participation in the Loans made, or Reimbursement Obligations or Accommodations Outstanding of a Class made by the other Obligations held, Banks under this Section 5.8 may to the extent permitted by other Lenders may applicable law exercise all rights of set-off, bankers' ’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans, Reimbursement Obligations or other Obligations such Accommodations Outstanding in the amount of such participation. Nothing contained herein shall require any Lender Bank to exercise any such right or shall affect the right of any Lender Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Borrowerholder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Swap Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Swap Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2 or Section 11.5, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may may, after notice to such Borrower of such interests, exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of ​ ​ participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. ​

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.3., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to some or all of the Lenders pro rata in accordance with Section 3.6, or otherwise, it such Lender shall promptly purchase from the other applicable Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by such other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the applicable Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.6. To such end end, all the applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, from and after the Fifth Amendment Effective Date, the consent of all Lenders shall be required to amend or otherwise modify the provisions of this Section 3.3.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. - 56 - LEGAL02\42427047.v4

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunderhereunder (other than pursuant to Sections 3.3(b)(ii), 3.3(b)(iv), 4.1(d), 11.3 or 11.4), through the exercise of any right of set-off (including, without limitation, any right of setoff set-off or Lien lien granted under Section 9.2 hereof), banker's ’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower Borrower, on behalf of itself and the other Obligors, agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' ’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section SECTION 9.2 hereof), banker's lienLien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata PRO RATA in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lienLien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of a Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. LEGAL02/40926073v6

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of or interest on any Loan Advance made by it under this Agreement, on any Reimbursement Obligation Agreement or on payment of any other Obligation obligation under the Loan Documents then due owed by the Borrower or any other Obligated Party to such Lender hereunderLender, whether voluntary, involuntary, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, counterclaim or similar right, or otherwise, it in excess of its pro rata share (calculated (i) pursuant to Section 3.5 in respect of letter of credit fees, and (ii) for all other of the Primary Obligations on the basis of the unpaid principal of and interest on the Revolving Credit Loan, the Tranche B Loan, the Swing Loan, LC Participations and SL Participations held by it), such Lender shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Primary Obligations or other Obligations held, by the other Lenders owed to them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment ratably with each of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata the other Lenders in accordance with the unpaid Obligations then due to each of themits pro rata portion thereof. To such end end, all of the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, Advances and LC Participations made by the other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of LoansAdvances to, Reimbursement Obligations or other Obligations Letter of Credit Disbursements for the account of, the Borrower 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 any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of or interest on any Loan Advance made by it under this Agreement, on any Reimbursement Obligation Agreement or on payment of any other Obligation obligation under the Loan Documents then due owed by the Borrower or any other Obligated Party to such Lender hereunderLender, whether voluntary, involuntary, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, counterclaim or similar right, or otherwise, it in excess of its pro rata share (calculated (i) pursuant to Section 3.5 in respect of letter of credit fees, and (ii) for all other of the Primary Obligations on the basis of the unpaid principal of and interest on the Tranche A Loan, the Tranche B Loan, the Tranche C Loan, the Swing Loan, LC Participations and SL Participations held by it), such Lender shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Primary Obligations or other Obligations held, by the other Lenders owed to them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment ratably with each of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata the other Lenders in accordance with the unpaid Obligations then due to each of themits pro rata portion thereof. To such end end, all of the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, Advances and LC Participations made by the other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of LoansAdvances to, Reimbursement Obligations or other Obligations Letter of Credit Disbursements for the account of, the Borrower 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 any the Borrower.

Sharing of Payments, Etc. If Subject to Section 2.8, if a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section 9.2 hereof), banker's ’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themthem (after giving due consideration to any similar payments obtained by the other Lenders). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' ’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due requirements of Section 3.2 or Section 11.5, as applicable; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to each the extent of themsuch recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Obligor through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)set‑off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to some or all 32 A/75663178.5 of the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other applicable Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by such other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the applicable Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2 or Section 10.3. To such end end, all the applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-offset‑off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. Section 3.4

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. ​ ​

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it of its Loans under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation direct interest in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participationinterest. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.3 or Section 9.4, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the Loans madeextent specified by such Lender, or Reimbursement Obligations direct interests in) the Loan made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.3 or Section 9.4, as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations Loan or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations the Loan 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender, or otherwiseother payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement, it and such payment should be distributed in accordance with Section 3.2. or Section 10.5., such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due requirements of Section 3.2. (including, in the case of the 2022 Term Loans, any premium required to each be paid under Section 2.8.(c) on the amount of themsuch 2022 Term Loans so prepaid) or of Section 10.5., as applicable; provided, however, that, with respect to any such voluntary prepayment directly to such Lender that is identified as payment for a certain Class of Loans, so long as no Event of Default exists, such Lender shall promptly purchase only from the other Lenders of the same Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. (including, in the case of the 2022 Term Loans, any premium required to be paid under Section 2.8.(c) on the amount of such 2022 Term Loans so prepaid). To such end end, all the Lenders obtaining any such payment (including by purchase of any participation) shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made(or if purchasing a participation (or direct interest) in a certain Class of Loans, or Reimbursement Obligations in such Class of Loans) or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans or such Class of Loans, Reimbursement Obligations or other Obligations as applicable, 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section SECTION 9.2 hereof), banker's lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations made or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata PRO RATA in accordance with the unpaid Obligations then due to each of themthem (after giving due consideration to any similar payments obtained by the other Lenders). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations made or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations Loans or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.3. or Section 8.3., or otherwise, it such Lender shall promptly either (i) remit such amounts received to the Agent for distribution to the Lenders in accordance with Section 3.3. or Section 8.3. or (ii) purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.3. or Section 8.3., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrowers to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 10.3., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.3., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, The Borrowers agree that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, 4889-7534-3155, v. 14 direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section 9.2 hereof), banker's ’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' ’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section 9.2 hereof), banker's or other lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid principal and interest on the Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' or other lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower. 5.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section 9.2 9.02 hereof), banker's lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations or any Specified Cash Management Agreement) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by any Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of any Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 11.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthe Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2 or Section 11.5, or otherwise, it such Lender shall promptly purchase from the such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due requirements of Section 3.2 or Section 11.5, as applicable; provided that the provisions of this Section 3.3 shall not be construed to each apply to (x) the application of themCash Collateral provided for in Section 3.9(f) or (y) any payment obtained by the Lender as consideration for the assignment of, or sale of a participation in, any of its Letters of Credit to any assignee or participant, other than the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this Section shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of or interest on any Loan made by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien lien granted under Section SECTION 9.2 hereof), banker's lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Lenders participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable to the end that all the Lenders shall share the benefit of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata PRO RATA in accordance with the unpaid Obligations then due to each of them. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.such

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to a Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by a Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of a Borrower to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right right, or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, exercising any such right right, with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower ‌ ​ LEGAL02/42113124v8 ​ or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. ​

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the unpaid Obligations then due provisions of this paragraph shall not be construed to each apply to any payment made by the Borrower pursuant to and in accordance with the express terms of themthis 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 the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on any on, the Term Loan or the portion of the Term Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Obligor through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, ’s lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to some or all of the Lenders pro rata in accordance with Section 3.2 or Section 10.3, or otherwiseas applicable, it such Lender shall promptly purchase from the other applicable Lenders participations in (or, if and to the Loans madeextent specified by such Lender, or Reimbursement Obligations direct interests in) the portion of the Term Loan made by such other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the applicable Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2 or Section 10.3. To such end end, all the applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations portion of the Term Loan or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations the portion of the Term Loan 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 any the Borrower.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set-off, banker's lien or counterclaim a Lender or the Agent may otherwise have, each Lender and the Agent shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of such Lender's (or the Agent's) offices, in Dollars or in any other currency, against any Obligations owing to such Lender or the Agent hereunder which is not paid when due (regardless of whether such balances are then due to the Borrower), in which case such Lender shall promptly notify the Borrower, all other Lenders and the Agent thereof; provided, however, such Lender's failure to give such notice shall not affect the validity of such offset. If a Lender shall obtain payment of any principal of or interest on any Loan made Obligation owing by it under this Agreement, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunder, the Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders pro rata in accordance with Section 3.2. or Section 8.3., or otherwiseas applicable, it such Lender shall promptly purchase from pay such amounts to the other Lenders participations in Agent for application pursuant to the Loans made, or Reimbursement Obligations or other Obligations held, by applicable terms of the other Lenders in such amountsLoan Documents, and make such other adjustments from time to time as shall be equitable equitable, to the end that the Agent and all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 3.2. or Section 8.3. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in the Loans made, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all rights of set-off, bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to Borrower under this Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by Borrower through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, lien or counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by Borrower to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to Lenders pro rata in accordance with Section 4.2, or otherwise, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and shall make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each of themSection 4.2. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. ​ If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations of such Class made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of ​ ​ such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.. ​

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of or interest on any Loan the Loans made by it under this Agreement, on any Reimbursement Obligation Agreement or on payment of any other Obligation obligation under the Loan Documents then due owed by the Borrower or any other Obligated Party to such Lender hereunderLender, whether voluntary, involuntary, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)setoff, banker's lien, counterclaim or similar right, or otherwise, it in excess of its pro rata share, such Lender shall promptly purchase from the other Lenders participations in those portions of the Loans made, or Reimbursement Obligations or other Obligations held, held by the other Lenders them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment ratably with each of such payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata the other Lenders in accordance with the unpaid Obligations then due to each of themits pro rata portion thereof. To such end end, all of the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation in those portions of the Loans made, or Reimbursement Obligations or other Obligations held, made by the other Lenders may exercise all rights of set-offsetoff, bankers' banker's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations those portions of the Loans to the Borrower 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 any the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan of its Loans of a Class made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders of such Class or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 11.5., as applicable. To such end end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders of such Class may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans of such Class 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, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower. Section 3.4.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's ’s lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.4., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.4., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to the other Lenders may exercise all rights of set-off, bankers' banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.

Sharing of Payments, Etc. If a any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of any principal a deposit treated as cash collateral under the Bankruptcy Code) of or interest on any Loan made by it under this Agreementthe Obligations (whether voluntary, on any Reimbursement Obligation or on any other Obligation then due to such Lender hereunderinvoluntary, through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar rightoff, or otherwise) in excess of its Applicable Commitment Percentage of payments or reductions on account of such obligations obtained by all the Lenders (other than payments of principal, it interest and fees with respect to the Competitive Bid Loans which are payable solely to the Lenders participating therein), such Lender shall promptly forthwith (i) notify each of the other Lenders and Agent of such receipt, and (ii) purchase from the other Lenders such participations in the Loans made, or Reimbursement Obligations or other Obligations held, by the other Lenders in such amounts, and make such other adjustments from time to time affected obligations as shall be equitable necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit of such excess payment (or reduction, net of any expenses which may be costs incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance connection therewith, ratably with the unpaid Obligations then due to each of them. To , provided that if all or any portion of such end all excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the Lenders purchase shall make appropriate adjustments among themselves (by be rescinded and the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Borrower agrees, purchase price restored to the fullest extent it may effectively do so under applicable lawof such recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required to pay interest on such funds. Borrower agrees that any Lender so purchasing a participation in from another Lender pursuant to this Section 3.16. may, to the Loans madefullest extent permitted by law, or Reimbursement Obligations or other Obligations held, by other Lenders may exercise all its rights of payment (including the right of set-off, bankers' lien, counterclaim or similar rights ) with respect to such participation as fully as if such Lender were a the direct holder creditor of Loans, Reimbursement Obligations or other Obligations Borrower in the amount of such participation. Nothing contained herein shall require Any payment received by the Agent or any Lender following the occurrence and during the continuation of an Event of Default shall be distributed pro rata amongst the Lenders based upon the percentage obtained by dividing the Obligations owing to exercise any each Lender by the total amount of Obligations on the date of receipt of such right or shall affect payment, with such amounts to be applied to the right outstanding Obligations in accordance with the terms of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any Borrowerthis Agreement.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of of, or interest on on, any Loan made by it to the Borrower under this Agreement, on any Reimbursement Obligation Agreement or shall obtain payment on any other Obligation then due to such Lender hereunder, owing by the Borrower or any other Loan Party through the exercise of any right of set-off (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof)off, banker's lien, counterclaim or similar rightright or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders in accordance with Section 3.2. or Section 10.5., or otherwiseas applicable, it such Lender shall promptly purchase from the other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made, or Reimbursement Obligations made by the other Lenders or other Obligations held, by the owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the unpaid Obligations then due to each requirements of themSection 3.2. or Section 10.5., as applicable. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, agrees that any Lender so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations held, by owed to such other Lenders may exercise all rights of set-off, bankers' banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans, Reimbursement Obligations or other Obligations Loans in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of any the Borrower.