Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersPro Rata Share, such Lender shall forthwith immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of them, ; provided, however, (a) that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participation purchased under this Section and will in each case notify the Lenders following any such purchase or repayment.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances or Letter of Credit Obligations made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.04(c)), such Lender shall notify the Administrative Agent and forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to the purchasing Lender to (Bii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11 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 Lender were the direct creditor of the Borrower in the amount of such participation. If a Lender fails to make an Advance with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Advances, such repayment shall be split among the non-defaulting Lenders ratably in accordance with their respective Commitment percentages until each Lender (including the Defaulting Lender) has its percentage of all of the outstanding Advances and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or, if such reimbursement obligations Lender is a U.S. Revolving Credit Lender, such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of or interest on any of its ratable share of payments on account Advances or other obligations of the Borrower hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Advances and accrued interest thereon or on account other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such reimbursement obligations obtained by all the Lendersfact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them and such reimbursement other obligations of the other Lenders, or make such other adjustments as shall be necessary equitable, to cause the end that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Lenders ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Advances and other amounts owing them, provided, however, provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were the a direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.9, Section 2.02(c)2.13, 2.08Section 2.17, 2.12, 2.15 Section 2.19 or 8.04(bSection 8.4(b)) or, or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersobligations, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Loans or other obligations owing to it pursuant to this Agreement (excluding any amounts applied by it (the Swingline Lender to outstanding Swingline Loans and excluding any amounts received by an Issuing Bank and/or the Swingline Lender to secure the obligations of a Defaulting Lender to fund risk participations hereunder and other than pursuant to the Fee LettersSection 5.4, Section 2.02(c)5.6, 2.08, 2.12, 2.15 11.4 or 8.04(b)11.7) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account Loans of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 5.5 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 Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the other Lenders in accordance with this Section 5.5, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 5.1(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 Lender were the direct creditor of the any such Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If any Lender (a “Benefitted Lender”) shall obtain at any time receive any payment of all or part of the Loans owing to it, or interest thereon, or receive any Collateral in respect thereof (whether voluntaryvoluntarily or involuntarily, involuntary, through the exercise of any right of by set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08in a greater proportion than any such payment to or Collateral received by any other Lender, 2.12if any, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances such other Lender’s Loans owing to it, or on account of such reimbursement obligations obtained by all the Lendersinterest thereon, such Benefitted Lender shall forthwith purchase for cash from the other Lenders a participating interest in such participations in portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the Advances made by them and benefits of any such reimbursement obligations Collateral, or the proceeds thereof, as shall be necessary to cause such purchasing Benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of them, Lender; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Benefitted Lender, such purchase from each Lender shall be rescinded rescinded, and such Lender shall repay to the purchasing Lender the purchase price and benefits returned, to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, but without interest, and (ii) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by the or on behalf of Borrower 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), (y) the application of Cash Collateral provided for in Section 3.14 or (Bz) any payment obtained by a Revolver Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations subparticipations in LC Outstandings L/C Exposure or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another a Lender pursuant to this Section 2.16 3.12 may, to the fullest extent permitted by lawLaw, exercise all of its rights Rights of payment (including the right Right of set-offsetoff) with respect to such participation as fully as if such Lender Person were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If The Lenders and the Board hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders and the Board hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 the "Aggregate Amounts Due") which is greater than the proportion received by any other Lender or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Board in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender or the Board, then the Lender or the Board receiving such proportionately greater payment shall (i) notify the Agent and each other Lender and the Board of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) (A) in the Lenderscase of a Lender, (1) apply a portion of such Lender shall forthwith payment to purchase from participations equal to the portion of the Aggregate Amounts Due to the other Lenders such participations and (2) pay to the Board the portion of the Aggregate Amounts Due to it or (B) in the Advances made by them and such reimbursement obligations as case of the Board, pay to each Lender the portion of the Aggregate Amounts Due to it (which participations shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller or the Board of its portion of such payment, and which participations will be permitted notwithstanding any prohibition) to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders and the Board in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share or the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment Board is thereafter recovered from such purchasing LenderLender or the Board upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender or the purchase price Board ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lender’s required repayment banker's lien, set-off or counterclaim with respect to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower 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 (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, if any Appropriate Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to the Fee LettersSection 2.09, Section 2.02(c), 2.08, 2.12, 2.15 2.12 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Appropriate Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Appropriate Lenders, such Lender shall forthwith purchase from the other Appropriate Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Appropriate Lender shall be rescinded and such Appropriate Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Appropriate Lenders) of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Appropriate Lenders. The Borrower Company agrees that any Appropriate Lender so purchasing a participation from another Appropriate Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans under the Facilities with respect to which they hold an outstanding Loan.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off, setoff or counterclaim or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations obtain payment in respect of LC Outstandings in excess any principal of its ratable share of payments or interest on account any of the Advances Committed Loans made by it, or on account the participations in L/C Obligations or in Swing Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such reimbursement obligations obtained by all Committed Loans or participations and accrued interest thereon greater than its Pro Rata Share thereof as provided herein, then the LendersLender receiving such greater proportion shall (a) notify Administrative Agent of such fact, such Lender shall forthwith and (b) purchase from the other Lenders such (for cash at face value) participations in the Advances made by them Committed Loans and subparticipations in L/C Obligations and Swing Loans of the other Lenders, or make such reimbursement obligations other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment Lenders ratably in accordance with each the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided, however, that provided that: (i) if any such participations or subparticipations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations or subparticipations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest; and (ii) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by the Borrower 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)Agreement, or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Committed Loans or participations subparticipations in LC Outstandings L/C Obligations or Swing Loans to any assignee or participant, other than to the Borrower or any Subsidiary subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, except as provided in the immediately following exception clause, the "Aggregate Amounts Due" to each Lender) which is greater than the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings in excess the Aggregate Amounts Due to such other Lender, except by reason of payments that are individual to a particular Lender under Sections 2.10(c), 2.10(e), 2.11, 2.13, 9.3 and 9.4, then the Lender receiving such proportionately greater payment shall (i) notify the Loan Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its ratable share of payments on account of the Advances or on account portion of such reimbursement obligations obtained by all payment) in the Lenders, such Lender shall forthwith purchase from Aggregate Amounts Due to the other Lenders so that all such participations in the Advances made by them and such reimbursement obligations as recoveries of Aggregate Amounts Due shall be necessary shared by all Lenders in proportion to cause the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrowers or otherwise, such purchase from each Lender those purchases shall be rescinded and the purchase prices paid for such Lender participations shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Obligors expressly consent to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of foregoing arrangement and agrees that any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale holder of a participation in so purchased may exercise any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise and all its rights of payment (including the right of banker's lien, set-off) off or counterclaim with respect to such participation any and all monies owing by the Obligors to that holder with respect thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If any Lender or the Issuing Bank (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (or interest thereon) owed to it, other than pursuant to the Fee Letters, Section 2.02(cSections 3.6(a) or (b), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; and if after taking into account such participations the Benefited Lender continues to have access to additional funds of Borrower for application on account of its debt, then the Benefited Lender shall use such funds to reduce indebtedness of Borrower under the Financing Documents held by it and share such payments with the other Lenders; provided, however, that (i) that, if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.5(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided that Borrower shall have no liability to the Lenders or the Issuing Bank hereunder to the extent that it has made all payments to the Lenders, Issuing Bank and Administrative Agent required to be made by Borrower hereunder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, offset, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions without right to payment of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff or offset) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, the provisions of this Section 2.10(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and applied in accordance with the express terms of this Agreement (including (1) the sharing of principal payments among Non-Defaulting Lenders pursuant to the proviso to Section 2.10(a)(iii) and (2) the application of funds provided for under Section 2.16(a)(ii) arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Loans made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.15 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, if any Appropriate Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to the Fee LettersSection 2.09, Section 2.02(c), 2.08, 2.12, 2.15 2.12 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Appropriate Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Appropriate Lenders, such Lender shall forthwith purchase from the other Appropriate Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Appropriate Lender shall be rescinded and such Appropriate Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (Ai) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Appropriate Lenders) of such recovery together with an amount equal to such Appropriate Lender’s ratable share (according to the proportion of (i) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Appropriate Lenders. The Borrower agrees Company agree that any Appropriate Lender so purchasing a participation from another Appropriate Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans under the Facilities with respect to which they hold a Commitment or an outstanding Loan.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.13, Section 2.02(c)2.17, 2.08, 2.12, 2.15 Section 2.19 or 8.04(bSection 8.4(d)) or, or on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersobligations, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings reimbursement obligations or Swingline Advances to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement obligations subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any payment (whether voluntary, involuntary, principal of or interest on the Loans owing to such Lender under this Agreement through the exercise of any a right of set-offsetoff, banker’s lien, counterclaim or otherwise) on account of the Advances made by it otherwise (other than including pursuant to the Fee Lettersa Debtor Relief Law) (excluding, Section 2.02(c)in each case, 2.08, 2.12, 2.15 any exercise of remedies by an Applicable Lender with respect to its Applicable Collateral or 8.04(b)by amounts received by an Applicable Lender with respect to its Applicable Collateral under a Debtor Relief Law) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account Ratable Share of the Advances or on account amounts owed to it hereunder (or, if the Borrower makes an election pursuant to Section 2.11(j), in excess of such reimbursement obligations obtained by all its Ratable Share of amounts owed to it hereunder with respect to Loans of the LendersType so prepaid), such Lender shall forthwith promptly notify the Administrative Agent of such fact and purchase (for cash at face value) from the other Lenders a participation in their portion of the Loans, in such participations in the Advances made by them amounts and with such reimbursement obligations other adjustments from time to time, as shall be necessary equitable in order that all Lenders share such payment in accordance with their respective ratable portion as provided for in this Agreement. Each Lender further agrees that if a payment to cause a Lender (which is obtained by such purchasing Lender to share through the excess payment ratably with each exercise of thema right of setoff, providedbanker’s lien, however, that (icounterclaim or otherwise) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such or must otherwise be restored, each Lender which shall repay to have shared the purchasing Lender the purchase price to the extent benefit of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable payment shall, by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale repurchase of a participation in any theretofore sold, return its share of its Advances that benefit to each Lender whose payment shall have been rescinded or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise restored. The Borrower agrees that any Lender so purchasing such a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (payment, including the right of set-off) setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the foregoing provisions of this Section 2.12 shall not apply to any exercise by an Applicable Lender of remedies against the Collateral controlled by such Applicable Lender or the assignment or participation of Loans or Commitments otherwise permitted hereunder.

Sharing of Payments, Etc. If any Lender Participating Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.06 hereof to a Person that is not an Affiliate of the Account Party) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersParticipating Banks, such Lender Participating Bank shall forthwith purchase from the other Lenders Participating Banks such participations participation in the portions of the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Participating Bank to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderParticipating Bank, such purchase from each Lender Participating Bank shall be rescinded and such Lender Participating Bank shall repay to the purchasing Lender Participating Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Participating Bank's ratable share (according to the proportion of (Ai) the amount of such Lender’s Participating Bank's required repayment to (Bii) the total amount so recovered from the purchasing LenderParticipating Bank) of any interest or other amount paid or payable by the purchasing Lender Participating Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Account Party agrees that any Lender Participating Bank so purchasing a participation from another Lender Participating Bank pursuant to this Section 2.16 4.04 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 Lender Participating Bank were the direct creditor of the Borrower Account Party in the amount of such participation. Notwithstanding the foregoing, if any Participating Bank shall obtain any such excess payment involuntarily, such Participating Bank may, in lieu of purchasing participation from the other Participating Banks in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Agent for distribution in accordance with Section 4.01(a) hereof.

Sharing of Payments, Etc. If any Lender (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (other than pursuant or interest thereon) owed to the Fee Lettersit, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Benefited Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Benefited Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Benefited Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Benefited Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.5(b) may, to the fullest extent permitted by lawLaws, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, that the provisions of this Section 2.5(b) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of sale of a participation in any of its Loans to any assignee or participant, other than to a Loan Party or any of their Affiliates (as to which provisions of this Section 2.5(b) apply).

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans with each of them, provided, however, them in accordance with their respective Pro Rata Shares; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Laws, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (1) notify the Administrative Agent of such fact, and (2) purchase from the other Lenders such participations in the Advances Loans made by them and or such reimbursement subparticipations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Aa) the amount of such paying Lender’s required repayment to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (Ai) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time, (including the application of funds arising from the existence of a Defaulting Lender), or (Bii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (iii) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances made by or L/C Obligations owing to it (other than pursuant to the Fee LettersSection 2.11, Section 2.02(c), 2.08, 2.12, 2.15 2.14 or 8.04(b8.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Ratable Share of payments on account of the Revolving Credit Advances or on account of such reimbursement obligations L/C Obligations obtained by all the Lenders, such Lender shall notify the Agent of such fact and forthwith purchase from the other Lenders such participations or subparticipations in the Revolving Credit Advances made by or L/C Obligations owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if any such participations or subparticipations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations or subparticipations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest; and (ii) the provisions of this Section 2.16 2.15 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower 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), (B) the application of Cash Collateral provided for in Section 2.21, or (BC) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations subparticipations in LC Outstandings L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 2.15 shall apply). The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.16 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offoff provided in Section 8.05) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationparticipation or subparticipation. To the extent that any payment by or on behalf of the Borrower is made to the Agent, any Issuing Bank or any Lender, or the Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Issuing Bank severally agrees to pay to the Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Issuing Banks under clause (ii) of the preceding sentence shall survive the payment in full of all obligations owing under this Agreement or any Revolving Credit Note and the termination of this Agreement.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the principal of or interest on the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each the Lenders in accordance with the aggregate amount of them, principal of and accrued interest on their respective Advances; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including for the application avoidance of funds arising doubt, as in effect from the existence of a Defaulting Lendertime to time), including Sections 2.13, 9.07(h) and 9.08, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this Section 2.16 shall applytime). The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Revolving Credit Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them and such reimbursement obligations to the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to each such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by or on behalf of the Borrower 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), (y) the application of Cash Collateral provided for in Section 2.20, or (Bz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations subparticipations in LC Outstandings Fronted L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Subject to Section 2.18 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.07(c), 2.122.11, 2.15 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 2.16 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent participant 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 Lender were the direct creditor of the Borrower in the amount of such participationhereunder.

Sharing of Payments, Etc. All payments from or on behalf of the Borrower on account of any obligations shall be apportioned ratably among the Lenders based upon their respective share, if any, of the obligations with respect to which such payment was received. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee LettersSection 2.13, Section 2.02(c), 2.08, 2.12, 2.15 2.17 or 8.04(bSection 9.4(d)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments obtained by all the Lenders on account of the Advances or on account of such reimbursement obligations obtained by all the LendersAdvances, such Lender shall forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender Note or Certificate Purchaser shall obtain any payment (whether voluntaryvoluntary or involuntary), involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Instruments held by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of Reserve Costs, Funding Costs, Break Costs, Illegality Costs or Increased Costs and other than pursuant to Section 6.03 or any indemnification provision of the Borrower’s reimbursement obligations in respect of LC Outstandings Operative Documents) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Instruments obtained by all the LendersNote and Certificate Purchasers, such Lender Purchaser shall forthwith purchase from the other Lenders Note and Certificate Purchasers such participations in the Advances made Instruments held by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment ratably with each of them; PROVIDED, provided, howeverHOWEVER, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderPurchaser, such purchase from each Lender Note and Certificate Purchaser shall be rescinded and such Lender each Note and Certificate Purchaser shall repay to the purchasing Lender Purchaser the purchase price to the extent of such Purchaser's ratable share (according to the proportion of (i) the amount of the participation purchased from such Purchaser as a result of such excess payment to (ii) the total amount of the participations purchased in respect of such excess payment) of such recovery together with an amount equal to such Lender’s Purchaser's ratable share (according to the proportion of (Ai) the amount of such Lender’s Purchaser's required repayment to (Bii) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount amounts paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered and (ii) recovered. Notwithstanding that the provisions of this Section 2.16 Purchaser shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of have purchased a participation in any of its Advances or participations in LC Outstandings such Instruments, the purchasing Purchaser shall be deemed to any assignee or participant, other than have acquired the voting rights under such Instruments to the Borrower or any Subsidiary thereof (as to which extent of, and for the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 mayduration of, to the fullest extent permitted by lawsuch participation, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participationPurchaser shall have been an Assignee thereof.

Sharing of Payments, Etc. If any Each Lender shall obtain any payment agrees that (whether voluntary, involuntary, through the exercise of a) if by ------------------------- exercising any right of set-off, off or counterclaim or otherwise, it shall receive payment of (i) on account a proportion of the Advances made aggregate amount due with respect to its Percentage Interest in the Loan and Letter of Credit Exposure which is greater than (ii) the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings the aggregate amount due with respect to such other Lender's Percentage Interest in excess the Loan and Letter of its ratable share of payments on account of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Advances or on account of Lender receiving such reimbursement obligations obtained by all the Lenders, such Lender proportionately greater payment shall forthwith purchase from the other Lenders such participations in the Advances made Percentage Interests in the Loan and Letter of Credit Exposure held by them the other Lenders, and such reimbursement obligations as other adjustments shall be necessary made from time to cause time (including rescission of such purchasing purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to share the excess payment ratably Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with each of them, their respective Percentage Interests; provided, however, that (i) if all this Section 12.5 shall not impair the right of any -------- ------- Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any portion Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure; provided, further, that such application may be -------- ------- affected by Section 4.05 of the Intercreditor Agreement. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such excess payment is thereafter recovered from participation that such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay Credit Participant agree to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender payments received in respect of the total amount so recovered and (ii) the Credit Obligations as provided in this Section 12.5. The provisions of this Section 2.16 shall not be construed 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to apply to (A) any payment made by the Borrower pursuant to and in accordance comply with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings hereof shall be available to any assignee or participant, other than Obligor as a defense to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participationCredit Obligations.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder), then such Lender shall forthwith promptly: (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of them, provided, however, the other Lenders in accordance with such Lender’s Pro Rata Share; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, then such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of of: (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovered; and (ii) the provisions of this Section 2.16 shall not provided further that if such participations would be construed to apply to (A) any payment made by the Borrower 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 (B) any payment obtained by Loan in a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, currency other than such Lender’s Loans, then such Lender may deliver the applicable portion of such amounts to the Borrower or any Subsidiary thereof (other applicable Lender(s) for application as a payment of such Loans and such amounts shall be considered as having been repaid to which the provisions such other Lender(s) instead of this Section 2.16 shall apply)such first Lender. The Borrower agrees Credit Parties agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of to receive payment (including the right of set-off, but subject to Section 10.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Credit Parties in the amount of such participationparticipation and not subject to the restrictions on Participant voting rights under Section 10.8(c). The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and in each case shall notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If any Term Loan Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made Term Loans owing by the Borrower to it (other than pursuant to the Fee Letters, Section 2.02(cSections 2.04(b), 2.082.07, 2.122.10, 2.15 2.14 or 8.04(b2.17(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Term Loans made to the Borrower obtained by all the Lenders, such Lender shall notify the Administrative Agent of such fact and forthwith purchase (for cash at face value) from the other Lenders such participations in the Advances Term Loans made by to the Borrower owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Term Loan Lender, such purchase from each Term Loan Lender shall be rescinded and such Term Loan Lender shall repay to the purchasing Term Loan Lender the purchase price to the extent of such recovery together with an amount equal to such Term Loan Lender’s ratable share (according to the proportion of (A) the amount of such Term Loan Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Term Loan Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Term Loan Lender as consideration for the assignment of or sale of a participation in any of its Advances Term Loans or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof of its Subsidiaries (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Term Loan Lender so purchasing a participation from another Term Loan Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of payment, set-off) off and counterclaim with respect to such participation as fully as if such Term Loan Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Obligor through the exercise of any right of set-offset‑off, banker’s lien or otherwise) on account counterclaim or similar right 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 Advances made by it (other than pursuant to the Fee LettersLenders pro rata in accordance with Section 3.2 or Section 10.3, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other applicable Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them such other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the applicable Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with each of them, provided, however, Section 3.2 or Section 10.3; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Commitment, Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) set‑off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower 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 the Borrower.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and recovered. The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrowers in the amount of such participation. For the avoidance of doubt, the provisions of this Section 2.16 2.10(b) shall not be construed to apply to (Ax) any payment made by the Borrower 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 (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations in LC Outstandings L/C Obligations or in Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (other than pursuant or interest thereon) owed to the Fee Lettersit, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.5(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, that the provisions of this Section 2.5(b) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of sale of a participation in any of its Loans to any assignee or participant, other than to a Loan Party or any of their Affiliates (as to which provisions of this Section 2.5(b) apply).

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than (x) amounts received pursuant to the Fee Letters, Section 2.02(c), 2.08Sections 2.11, 2.12, 2.15 2.13 or 8.04(b)8.06(c) or, on account of the Borrower’s reimbursement obligations or (y) proceeds received in respect of LC Outstandings any Risk Policy) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A1) the amount of such Lender’s required repayment to (B2) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.03 of the Intercreditor and Collateral Agency Agreement, then Section 3.03 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.03 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

Sharing of Payments, Etc. If any Each Lender shall obtain any payment agrees that (whether voluntary, involuntary, through the exercise of a) if by exercising any right of set-off, off or counterclaim or otherwise) on account , it shall receive payment of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any a proportion of the aggregate amount due with respect to its Percentage Interest in a portion of such excess payment the Loan and Letter of Credit Exposure which is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share greater than (according to ii) the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount so recovered due with respect to such other Lender's Percentage Interest in such portion of the Loan and Letter of Credit Exposure and (iib) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the portions of the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to the portion of the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests in the relevant portion of the Loan; PROVIDED, HOWEVER, that this Section 12.5 shall not impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as provided in this Section 12.5. The provisions of this Section 2.16 shall not be construed 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to apply to (A) any payment made by the Borrower pursuant to and in accordance comply with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings hereof shall be available to any assignee or participant, other than Obligor as a defense to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participationCredit Obligations.

Sharing of Payments, Etc. If Without expanding the rights of any Lender under this Agreement, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Loans owing to it (other than (x) as payment of a Loan made by an Issuing Bank pursuant to the Fee Lettersfirst sentence of Section 2.03(c) or (y) pursuant to Section 2.11, Section 2.02(c), 2.08, 2.12, 2.15 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share (according to the proportion of (i) the amount of such Loans due and payable to such Lender at such time to (ii) the aggregate amount of the Loans due and payable at such time to all Lenders hereunder) of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered; provided further that, so long as the provisions of this Section 2.16 applicable Loans shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Lender shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Lenders. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.15 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 Lender were the direct creditor of the Borrower Loan Parties in the amount of such participation; provided further that each Lender shall only purchase participations in Loans (and Letter of Credit Obligations, if applicable) under the Facilities with respect to which they hold a Commitment or an outstanding Loan.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) on account of the Advances Loans made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders (other than as a result of a termination of a Defaulting Lender’s Commitment under Section 2.14, the setoff right of the Borrower under clause (a) above, or the non-pro rata application of payments provided in the last sentence of this clause (e)), such Lender shall notify the other Lenders and forthwith purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations it as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, the other Lenders; provided that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender the other Lenders shall be rescinded and each such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)share, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.11(e) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If a Lender fails to fund a Loan with respect to a Borrowing as and when required hereunder and the Borrower subsequently makes a repayment of any Loans, then, after taking into account any setoffs made pursuant to Section 2.11(a) above, such payment shall be applied among the Non-Defaulting Lenders ratably in accordance with their respective Commitment percentages until each Lender (including any Lender that is at such time a Defaulting Lender) has its percentage of all of the outstanding Loans and the balance of such repayment shall be applied among the Lenders in accordance with their Pro Rata Share. The provisions of this Section 2.11(e) 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 to 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 Section 2.11(e) shall apply).

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)the “Aggregate Amounts Due”) or, on account of which is greater than the Borrower’s reimbursement obligations proportion received by any other Lender in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) apply a portion of such payment to purchase participations equal to the Lenders, such Lender shall forthwith purchase from portion of the Aggregate Amounts Due to the other Lenders such (which participations in the Advances made by them and such reimbursement obligations as shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller of its portion of such payment, and which participations will be permitted notwithstanding any prohibition to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lenderbanker’s required repayment lien, set-off or counterclaim with respect to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower 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 (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans with each of them, provided, however, them in accordance with their respective Pro Rata Shares; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (Ai) the amount of such Lenderpaying Xxxxxx’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Laws, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (Each of the Agent and the Banks agrees that if it shall, whether voluntary, involuntary, through the exercise of rights under any right Loan Document or rights of banker's lien, set-off, counterclaim or otherwise against Borrower or otherwise) on account , obtain payment of a portion of the Advances aggregate Obligations owed to it which, taking into account all distributions made by the Agent under this Agreement causes the Agent or such Bank to have received more than it (other than would have received had such payment been received by the Agent and distributed pursuant to this Agreement, then (i) it shall notify the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account Agent and each of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersother Banks, such Lender (ii) it shall forthwith be deemed to have simultaneously purchased and shall be obligated to purchase from the other Lenders such participations interests in the Advances Obligations as necessary to cause the Agent and all Banks to share all payments as provided for herein, and (iii) such other adjustments shall be made by them and such reimbursement obligations from time to time as shall be necessary equitable to cause such purchasing Lender to ensure that the Agent and all Banks share the excess payment ratably with each all payments of them, Obligations as provided for herein; provided, however, that (i) if all nothing contained herein shall in any way affect the right of the Agent or any portion Bank to obtain payment (whether by exercise of such excess payment is thereafter recovered from such purchasing Lenderrights of banker's lien, such purchase from each Lender shall be rescinded and such Lender shall repay set-off, counterclaim or otherwise) of indebtedness other than the Obligations. Borrower expressly consents to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) foregoing arrangements and agrees that any holder of any such interest or other amount paid participation in the Obligations, whether or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower acquired 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)foregoing arrangements, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, may to the fullest extent permitted by law, law exercise any and all its rights of payment (including the right of banker's lien, set-off) with respect to such participation off or counterclaim as fully as if such Lender holder were the direct creditor a holder of the Borrower Obligations in the amount of such interest or other participation. If all or any part of any funds transferred pursuant to this Section 2.13 is thereafter recovered from the seller under this Section 2.13 which received the same, the purchase provided for in this Section 2.13 shall be deemed to have been rescinded and the purchase price restored to the extent of such recovery, together with interest, if any, if interest is required pursuant to court order to be paid on account of the possession of such funds prior to such recovery.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account Pro Rata Share of such reimbursement obligations obtained by all the Lenderspayment (or other share contemplated hereunder), such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from (for cash at face value) Participations in the Loans of the other Lenders such participations in to the Advances made by them and such reimbursement obligations as shall be extent necessary to cause such purchasing Lender to share the benefit of all such excess payment ratably payments pro rata with each of them, ; provided, however, that (iA) if any such Participations are purchased and all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall Participations shall, to that extent, be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovered, and (iiB) the provisions of this Section 2.16 clause (b) shall not be construed to apply to (A) any payment made by the Borrower Company 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 (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee Assignee or participantParticipant, other than to the Borrower Company or any Subsidiary thereof (as to which the provisions of this Section 2.16 clause (b) shall apply). The Borrower Company agrees that any Lender so purchasing a participation an interest from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of interests purchased under clause (b) above and will in each case notify the Lenders and the Company following any such purchases or repayments. Each Lender that purchases an interest in the Loans pursuant to clause (b) above shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender Participating Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 10.06 hereof to a Person that is not an Affiliate of the Account Party) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the LendersParticipating Banks, such Lender Participating Batik shall forthwith purchase from the other Lenders Participating Banks such participations participation in the portions of the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Participating Bank to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderParticipating Bank, such purchase from each Lender Participating Bank shall be rescinded and such Lender Participating Bank shall repay to the purchasing Lender Participating Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Participating Bank's ratable share (according to the proportion of (Ai) the amount of such Lender’s Participating Bank's required repayment to (Bii) the total amount so recovered from the purchasing LenderParticipating Bank) of any interest or other amount paid or payable by the purchasing Lender Participating Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Account Party agrees that any Lender Participating Bank so purchasing a participation from another Lender Participating Bank pursuant to this Section 2.16 4.04 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 Lender Participating Bank were the direct creditor of the Borrower Account Party in the amount of such participation. Notwithstanding the foregoing, if any Participating Bank shall obtain any such excess payment involuntarily, such Participating Bank may, in lieu of purchasing participation from the other Participating Banks in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Agent for distribution in accordance with Section 4.01(a) hereof.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the its Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account its share of the Borrower’s reimbursement obligations in respect Letter of LC Outstandings Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the Lenders, then such Lender shall notify the Administrative Agent and the other Lenders and forthwith purchase from the other Lenders Lenders, such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery Lender’s ratable share (according to the proportion of (a) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to the purchasing Lender to (Bii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered; provided further that, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral to address the fronting exposure of Defaulting Lenders as provided in Section 2.16, or (BC) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Swingline Advances and Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof of its Subsidiaries or Affiliates (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances Loans made by it (other than pursuant to it, or the Fee Lettersparticipations in L/C Obligations or in Swing Line Loans held by it, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans and the L/C Obligations obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the provisions of this Section 2.10(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set- off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations its Loans resulting in respect of LC Outstandings such Lender receiving payment in excess of its ratable pro rata share of the aggregate payments on account obtained by the Lenders in respect of the Advances or on account of such reimbursement obligations obtained by all the LendersLoans, then such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, ; provided that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share Proportionate Share of the applicable Facility (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ai) any payment made by the Borrower Co-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 (Bii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the any Co-Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Each Co-Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.7.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower Co-Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b8.04(c)) or), on account of or the Borrower’s reimbursement obligations participations in respect of LC Outstandings L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by (and subparticipations in L/C Obligations and Swing Line Loans) owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, the provisions of this Section shall not be construed to apply to (x) any payment that is in excess of such Lender’s ratable share made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including those provisions providing for the application of funds when a Defaulting Lender exists) or (y) the application of Cash Collateral or other credit support (and proceeds thereof) in respect of obligations relating to Letters of Credit (including related Lender participation obligations) provided for in Section 2.18.

Sharing of Payments, Etc. (a) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of banker’s lien, set-offoff or counterclaim, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the any such Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement subparticipations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender)time to time, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Loans owing to it (other than pursuant to the Fee LettersSections 2.8, Section 2.02(c), 2.082.11, 2.12, 2.15 2.13, 8, 11.3 or 8.04(b11.14)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders (other than an overpayment by the Administrative Agent, in which case the relevant Lender receiving the overpayment shall promptly pay such overpayment amount back to the Administrative Agent for proper distribution to the other Lenders in order to comply with the pro rata payment provision of Section 2.10 above), such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by Loans owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such each Lender shall repay to the purchasing Lender the purchase price therefor (to the extent of such recovery recovery) together with an amount equal to such Lender’s ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 may, to the fullest extent permitted by law, exercise all its rights of to payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If a Lender obtains a payment of the kind described herein as a result of a judgment in or settlement of an action or proceeding maintained by that Lender in any court, that Lender shall not be required to share the amount so obtained with any other Lender which (i) had a legal right to, but did not, join in that action or proceeding and (ii) was notified in writing of such action or proceeding by the relevant Lender prior to the start thereof.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans of a particular Class made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement sub-participations in the participations in L/C obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each relevant Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting LenderSection 2.07(a)(iv) and Section 11.07), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower participant permitted hereunder or (C) any Subsidiary thereof (payment received by such Lender not in its capacity as to which the provisions of this Section 2.16 shall apply)a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.15 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any payment principal of or interest on account of the Loans made by it (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably of principal of or interest on such Loans, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest or demonstrable error) of participations purchased under this Section 2.11 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.11 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) on account of any Letter of Credit (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share pro rata portion of payments on account of the Advances or reductions on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably (to the extent such other Lenders were entitled to receive a portion of such payment or recovery) with each of them, ; provided, however, that (i) if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such each Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s 's ratable share (according to the proportion of (Aa) the amount of such selling Lender’s 's required repayment to the purchasing Lender to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.10 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of to set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. 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 3.10 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.10 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If Subject to Section 2.19 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.07(c), 2.122.11, 2.15 CONFORMED COPY 2.12(a), 2.14 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (iiincluding the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The provisions of this Section 2.16 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), ) as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent participant 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 Lender were the direct creditor of the Borrower in the amount of such participationhereunder.

Sharing of Payments, Etc. If any Tranche A Term Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Tranche A Term LoanLoans or other amounts owing to it as a Tranche A Term Lender (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.05, 2.12, 2.15 2.15, or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all Tranche A Term Loans in the Lendersapplicable Class, such Tranche A Term Lender shall forthwith purchase from the other Tranche A Term Lenders in the applicable Class such participations in the Advances made by Tranche A Term LoanLoans or other amounts owing to them and such reimbursement obligations as Tranche A Term Lenders as shall be necessary to cause such purchasing Tranche A Term Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (Ai) the amount of such Term Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Term Lender) of any interest or other amount paid or payable by the purchasing Term Lender in respect of the total amount so recovered. If any Tranche B Term Lender shall obtain any payment from any Group Member (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Tranche B Term Loans or other amounts owing to it as a Tranche B Term Lender (other than pursuant to Section 2.12, 2.15, or 9.04(c)) in excess of its ratable share of the Tranche B Term Loans in the applicable Class, such Tranche B Term Lender shall forthwith purchase from the other Tranche B Term Lenders in the applicable Class such participations in the Tranche B Term Loans or other amounts owing to them as Tranche B Term Lenders as shall be necessary to cause such purchasing Tranche B Term Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Term Lender, such purchase from each Term Lender shall be rescinded and such Term Lender shall repay to the purchasing Term Lender the purchase price to the extent of such recovery together with an amount equal to such Term Lender’s ratable share (according to the proportion of (i) the amount of such Term Lender’s required repayment to (ii) the provisions total amount so recovered from the purchasing Term Lender) of this Section 2.16 shall not be construed to apply to (A) any payment made interest or other amount paid or payable by the Borrower pursuant to and purchasing Term Lender in accordance with respect of the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)total amount so recovered. The Borrower agrees Borrowers agree that any Term Lender so purchasing a participation from another Term Lender pursuant to this Section 2.16 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 Term Lender were the direct creditor of the Borrower Borrowers in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant Obligations payable to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings such Lender hereunder at such time in excess of its ratable share (according to the proportion of payments on account (a) the amount of such Obligations to (b) the aggregate amount of the Advances or on account of Obligations payable to all Lenders hereunder at such reimbursement obligations obtained by all the Lenderstime), such Lender shall forthwith purchase from the other Lenders (other than any Defaulting Lender) such participations in the Advances made by Obligations payable to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and such other Lender shall repay to the purchasing Lender the purchase price to the extent of such other Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such LenderXxxxxx’s ratable share (according to the proportion of (A) the amount of such other Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the such Borrower in the amount of such participation. Notwithstanding the foregoing, any off-sets or set-offs effected in accordance with Section 12.34 in respect of Specified Loss Amounts shall not be subject to this Section 2.13 and shall be applicable solely to the Loans of Blockchain without any obligation to account to any other Secured Party in respect thereof.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee LettersSection 2.09, Section 2.02(c), 2.082.10, 2.12, 2.15 2.16 or 8.04(b8.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 2.13 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender (i) as consideration for the assignment of or sale of a participation in any of its Advances or participations (ii) in LC Outstandings respect of any arrangement between such Lender and any third party in respect of any securitization, hedge or other transaction under which payments are to any assignee or participant, other than be made between such Lender and such third party by reference to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Agreement. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Except for payments made pursuant to Section 5.18, if any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances any Advance made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings any L/C Interest in excess of its ratable share of all payments obtained by Banks on account of, as applicable, the Advances comprising the Borrowing (whether the Borrowing to which it shall be applied is a Syndicated Borrowing or a Competitive Bid Borrowing) to which such Advance relates or in respect of the Advances or on account Letter of Credit to which such reimbursement obligations obtained by all the LendersL/C Interest relates, such Lender Bank shall forthwith purchase from the other Lenders Banks which shall then have Advances outstanding comprising a part of such Borrowing participations in the Advances made by them and comprising a part of such reimbursement obligations Borrowing (or, as applicable, purchase from the other Banks participations in the L/C Interests in the related Letter of Credit) as shall be necessary to cause such purchasing Lender Bank to share the excess payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such excess payment) ratably with respect to such Borrowing or Letter of Credit with each of them, provided, however, that (i) if such other Banks. If all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender selling Bank shall be rescinded and such Lender selling Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lenderselling Bank’s ratable share (according to the proportion of (Ai) the amount of such Lenderselling Bank’s required repayment to (Bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.16 5.17 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 Lender Bank were the direct creditor of the Borrower in the amount of such participation. Nothing contained herein shall require any Bank to exercise any right it may have of set-off, bankers’ lien, counterclaim or similar right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower not evidenced by this Agreement or the Notes. If under any applicable bankruptcy, insolvency or other similar law, any Bank obtains a secured claim in lieu of a set-off or other payment to which this Section 5.17 would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section 5.17 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If any Lender Secured Party shall obtain any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share pro rata portion of payments on account of the Advances or reductions on account of such reimbursement obligations obtained by all the LendersSecured Parties (other than, prior to the termination of the Commitments, payments of principal, interest and fees with respect to the Swingline Loans which are payable solely to the Swingline Lender), such Lender Secured Party shall forthwith purchase from the other Lenders Secured Parties such participations in the Advances made by them and such reimbursement obligations Obligations as shall be necessary to cause such purchasing Lender Secured Party to share the excess payment or other recovery ratably (to the extent such other Secured Parties were entitled to receive a portion of such payment or recovery) with each of them, ; provided, however, that (i) if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing LenderSecured Party, such the purchase from each Lender shall be rescinded and such Lender each Secured Party which has sold a participation to the purchasing Secured Party shall repay to the purchasing Lender Secured Party the purchase price to the ratable extent of such recovery together with an amount equal to such Lender’s selling Secured Party's ratable share (according to the proportion of (Aa) the amount of such Lender’s selling Secured Party's required repayment to the purchasing Secured Party to (Bb) the total amount so recovered from the purchasing LenderSecured Party) of any interest or other amount paid or payable by the purchasing Lender Secured Party in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so Secured Party purchasing a participation from another Lender Secured Party pursuant to this Section 2.16 3.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of to set-off) with respect to such participation as fully as if such Lender Secured Party were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this Section 3.15 applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Secured Parties entitled under this Section 3.15 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, any amounts in the Cash Collateral Account shall be used first to satisfy any obligations under the LC Facility Agreement. All proceeds from the sale of Collateral received by the Collateral Agent shall be distributed in accordance with the Borrower Pledge and Security Agreement and the Subsidiary Pledge and Security Agreement, as applicable.

Sharing of Payments, Etc. If any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than (x) amounts received pursuant to the Fee Letters, Section 2.02(c), 2.08Sections 2.11, 2.12, 2.15 2.13 or 8.04(b)8.5(c) or, on account of the Borrower’s reimbursement obligations or (y) proceeds received in respect of LC Outstandings any Risk Policy) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided that, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower or a Lender, as the case may be, in the amount of such participation. For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.3 of the Intercreditor and Collateral Agency Agreement, then Section 3.3 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent in accordance with such Section 3.3 of the Intercreditor and Collateral Agency Agreement shall be deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and not a payment to such Lender.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it Loan (other than amounts due to such Lender pursuant to the Fee Letters, Section 2.02(c), 2.082.9, 2.12, 2.15 2.16, 2.18 or 8.04(b)8.4(c) or, or on account of differing rates of interest on portions of the Borrower’s reimbursement obligations in respect of LC Outstandings Loan) in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loan obtained by all the LendersLenders (such Lender, the “Overpaid Lender”), such Overpaid Lender shall forthwith purchase from (x) notify the Administrative Agent of such overpayment (and the Administrative Agent shall notify the Lenders thereof) and (y) pay to the other Lenders such participations amounts in the Advances made by them and such reimbursement obligations cash as shall be necessary to cause such purchasing Overpaid Lender to share the excess payment ratably with each of them, and the Overpaid Lender, upon such payment to each other Lender, shall be deemed to have purchased a participation in such other Lender’s Loan in an amount equal to such payment; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Overpaid Lender, such payment to and purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Overpaid Lender the purchase price such payment to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Overpaid Lender) of any interest or other amount paid or payable by the purchasing Overpaid Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing deemed to have purchased a participation from another Lender pursuant to this Section 2.16 2.13 may, to the fullest extent permitted by law, exercise all its rights of to obtain payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or otherwise) similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on account behalf of the Advances made by it (Borrower or any other than pursuant Loan Party to a Lender not in accordance with the terms of this Agreement and such payment should be distributed to the Fee LettersLenders in accordance with Section 3.2 or Section 11.4, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them the other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with each the requirements of themSection 3.2 or Section 11.4, provided, however, as applicable; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower 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 the Borrower.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations its Loans resulting in respect of LC Outstandings such Lender receiving payment in excess of its ratable pro rata share of the aggregate payments on account obtained by the Lenders in respect of the Advances or on account of such reimbursement obligations obtained by all the LendersLoans, then such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, ; provided that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share Proportionate Share of the Term Facility (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 paragraph shall not be construed to apply to (Ai) any payment made by the Borrower 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 (Bii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.5.2 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were was the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any principal of, or interest on, any Loan made by it to the Borrower under this Agreement, or shall obtain payment (whether voluntary, involuntary, on any other Obligation owing by the Borrower or any other Obligor through the exercise of any right of set-offset‑off, banker’s lien or otherwise) on account counterclaim or similar right 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 Advances made by it (other than pursuant to the Fee LettersLenders pro rata in accordance with Section 3.2 or Section 10.3, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersas applicable, such Lender shall forthwith promptly purchase from the other applicable Lenders such participations in (or, if and to the Advances extent specified by such Lender, direct interests in) the Loans made by them such other Lenders or other Obligations owed to such other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the applicable Lenders shall share the excess benefit of such payment ratably (net of any reasonable expenses which may be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with each of them, provided, however, Section 3.2 or Section 10.3; provided that (i) if any such participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each Lender participations shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, without interest, and (ii) the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant. To such end, other than to all the Borrower applicable Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant (or direct interest) in the Commitments, Loans or other Obligations owed to this Section 2.16 may, to the fullest extent permitted by law, such other Lenders may exercise all its rights of payment (including the right of set-off) set‑off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of the Borrower 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 the Borrower.

Sharing of Payments, Etc. If Subject to Section 2.20 in the case of a Defaulting Lender, if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.13, 2.122.14(a), 2.15 2.16 or 8.04(b9.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Aa) the amount of such Lender’s required repayment to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovered. It is acknowledged and (ii) agreed that the foregoing provisions of this Section 2.16 2.17 reflect an agreement entered into solely among the Lenders (and not any Borrower or any Loan Party) and the consent of any Borrower or any Loan Party shall not be required to give effect to the acquisition of a participation by a Lender pursuant to such provisions or with respect to any action taken by the Lenders or the Administrative Agent pursuant to such provisions. The provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent participant 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 Lender were the direct creditor of the Borrower in the amount of such participationhereunder.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or, if such reimbursement obligations Lender is a U.S. Revolving Credit Lender, such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such Lenderpaying Xxxxxx’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered, without further interest thereon. For avoidance of doubt, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), ) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Borrowers in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any a Lender shall obtain payment of any payment (whether voluntaryprincipal of or interest on account of any Loan made by it under this Agreement, involuntaryor the participations in L/C Obligations or Swing Line Loans held by it, or on any other Obligation then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker's lien, counterclaim or similar right or otherwise) on account of the Advances made by , it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith promptly purchase from the other Lenders such participations in the Advances made Revolving Loans made, and/or such subparticipations in the participations in the L/C Obligations, Swing Line Loans or other Obligations held, by them the other Lenders in such amounts, and make such reimbursement obligations other adjustments from time to time as shall be necessary equitable to cause such purchasing Lender to the end that all the Lenders shall share the excess benefit of such payment ratably (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, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and recovered. To such end all the Lenders shall make appropriate adjustments among themselves (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Borrower 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)agrees, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees fullest extent it may effectively do so under applicable law, that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 mayin the Loans made, to and/or such subparticipations in the fullest extent permitted participations in the L/C Obligations, Swing Line Loans or other Obligations held, by law, 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 the a direct creditor holder of the Borrower Loans, participations in L/C Obligations or Swing Line 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 Borrower.

Sharing of Payments, Etc. If any Lender Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances any Advance made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings any L/C Interest in excess of its ratable share of all payments obtained by Banks on account of, as applicable, the Advances comprising the Borrowing (whether the Borrowing to which it shall be applied is a Syndicated Borrowing or a Competitive Bid Borrowing) to which such Advance relates or in respect of the Advances or on account Letter of Credit to which such reimbursement obligations obtained by all the LendersL/C Interest relates, such Lender Bank shall forthwith purchase from the other Lenders Banks which shall then have Advances outstanding comprising a part of such Borrowing participations in the Advances made by them and comprising a part of such reimbursement obligations Borrowing (or, as applicable, purchase from the other Banks participations in the L/C Interests in the related Letter of Credit) as shall be necessary to cause such purchasing Lender Bank to share the excess payment (net of any expenses which may be incurred by such Bank in obtaining or preserving such excess payment) ratably with respect to such Borrowing or Letter of Credit with each of them, provided, however, that (i) if such other Banks. If all or any portion of such excess payment is thereafter recovered from such purchasing LenderBank, such purchase from each Lender selling Bank shall be rescinded and such Lender selling Bank shall repay to the purchasing Lender Bank the purchase price to the extent of such recovery together with an amount equal to such Lenderselling Bank’s ratable share (according to the proportion of (Ai) the amount of such Lenderselling Bank’s required repayment to (Bii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.16 5.17 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 Lender Bank were the direct creditor of the Borrower in the amount of such participation. Nothing contained herein shall require any Bank to exercise any right it may have of set-off, bankers’ lien, counterclaim or similar right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower not evidenced by this Agreement or the Notes. If under any applicable bankruptcy, insolvency or other similar law, any Bank obtains a secured claim in lieu of a set-off or other payment to which this Section 5.17 would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section 5.17 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made by it (aggregate amount of principal, interest, fees and other than pursuant amounts then due and owing to the Fee LettersLenders hereunder or under the other Loan Documents (collectively, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)the "Aggregate Amounts Due") or, on account of which is greater than the Borrower’s reimbursement obligations proportion received by any other Lender in respect of LC Outstandings in excess of its ratable share of payments on account the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the Advances or on account receipt of such reimbursement obligations obtained by all payment and (ii) apply a portion of such payment to purchase participations equal to the Lenders, such Lender shall forthwith purchase from portion of the Aggregate Amounts Due to the other Lenders such (which participations in the Advances made by them and such reimbursement obligations as shall be necessary deemed to cause have been purchased and payments made simultaneously upon the receipt by the seller of its portion of such payment, and which participations will be permitted notwithstanding any prohibition to the contrary in Section 9.2(e)) so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases or other payments shall be rescinded and the purchase prices paid for such Lender participations or other payments shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lender’s required repayment banker's lien, set-off or counterclaim with respect to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower 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 (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of banker's lien, set-offoff or counterclaim, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)4.03 hereof) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s 's ratable share (according to the proportion of (Ai) the amount of such Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 4.04 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 Lender were the direct creditor of the any such Borrower in the amount of such participation. Notwithstanding the foregoing, if any Lender shall obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the other Lenders in accordance with this Section 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 4.01(a).

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement obligations subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, with each of them, provided, however, them in accordance with their respective Pro Rata Shares; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Laws, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If If, other than as expressly ------------------------ provided elsewhere herein, any Lender shall obtain on account of the Credit Extensions made by it or Liabilities owed to it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder), such Lender shall forthwith immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders Lender such participations in the Advances Credit Extension made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably pro rata with each of them, ; provided, however, that (i) if all or any portion of such -------- ------- excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (Ai) the amount of such paying Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lender following any such purchases or repayments. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives C:\84862\12960\0018.01F 12960.0018 970729 13:27 a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the other Lenders entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Loans made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (Pro Rata Share according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 9.03 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 Lender were the direct creditor of the such Borrower in the amount of such participation. The foregoing shall in no way obligate any Lender to seek payment in respect of the Obligations of such Borrower hereunder through such Lender’s right of set-off or otherwise at any time, or in any particular order relative to such other rights or remedies such Lender may possess, in a manner that prejudices or impairs (as determined in such Lender’s sole discretion) any other right or remedy such Lender may possess to enforce claims against any Borrower in respect of Obligations of the Borrowers hereunder or such other Obligations of any Borrower owed to such Lender.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (principal of or interest on any Loan or any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings amount payable hereunder in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account of such reimbursement obligations obtained and other recoveries received by all Lenders (excluding any payment under Article III, any payment resulting from an assignment by a Lender and any payment made to give effect to a non-pro-rata increase in the Lenders, Commitments as described in the last sentence of Section 2.14) such Lender shall forthwith immediately (i) notify the Agent of such fact and (ii) purchase from the other Lenders such participations in the Advances Loans made by (or other Obligations owed to) them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably or other recovery pro rata with each of them, provided, however, ; provided that (i) if all or any portion of such excess payment or other recovery is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (A) the amount of such paying Lender’s 's required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swingline Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances (or on account of such reimbursement obligations obtained by all the Lendersother share contemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact and (b) purchase from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement obligations subparticipations in the participations in L/C Obligations or Swingline Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, pro rata with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 11.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (Ai) the amount of such paying Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender)recovered, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)without further interest thereon. The Borrower Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender (a “Benefitted Lender”) shall obtain at any time receive any payment of all or part of the Loans owing to it, or interest thereon, or receive any Collateral in respect thereof (whether voluntaryvoluntarily or involuntarily, involuntary, through the exercise of any right of by set-off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08in a greater proportion than any such payment to or Collateral received by any other Lender, 2.12if any, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances such other Lender’s Loans owing to it, or on account of such reimbursement obligations obtained by all the Lendersinterest thereon, such Benefitted Lender shall forthwith purchase for cash from the other Lenders a participating interest in such participations in portion of each such other Lender’s Loans owing to it, or shall provide such other Lenders with the Advances made by them and benefits of any such reimbursement obligations Collateral, or the proceeds thereof, as shall be necessary to cause such purchasing Benefitted Lender to share the excess payment or benefits of such Collateral or proceeds ratably with each of them, Lender; provided, however, that (i) if all or any portion of such excess payment or benefits is thereafter recovered from such purchasing Benefitted Lender, such purchase from each Lender shall be rescinded rescinded, and such Lender shall repay to the purchasing Lender the purchase price and benefits returned, to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovery, but without interest, and (ii) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by the Borrower 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)Agreement, or (By) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances Loans or participations subparticipations in LC Outstandings L/C Exposure or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another a Lender pursuant to this Section 2.16 3.12 may, to the fullest extent permitted by lawLaw, exercise all of its rights Rights of payment (including the right Right of set-offsetoff) with respect to such participation as fully as if such Lender Person were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Pro Rata Advances made by owing to it (other than pursuant to the Fee LettersSections 2.05, Section 2.02(c2.10(b)(iii), 2.08, 2.12, 2.15 2.15, 9.04(b), 9.04(c) or 8.04(b9.07(h)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Pro Rata Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders (for cash at face value) such participations in the Pro Rata Advances made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each the Lenders in accordance with the aggregate amount of them, principal of and accrued interest on their respective Pro Rata Advances; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement (including for the application avoidance of funds arising doubt, as in effect from the existence of a Defaulting Lender), time to time) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Pro Rata Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this Section 2.16 shall applytime). The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 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 Lender were the direct creditor of the such Borrower in the amount of such participation.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right offset, enforcement of set-off, security or otherwise) on account of the Advances made by it (other than pursuant to the Fee Lettersprincipal of or interest on any Loan, Section 2.02(c)any Banker's Acceptance or BA Equivalent Note, 2.08, 2.12, 2.15 its participation in any Letter of Credit or 8.04(b)) or, on account any of the Borrower’s reimbursement obligations in respect foregoing or any fees (exclusive of LC Outstandings payments or recoveries under ARTICLE V) in excess of its ratable applicable Pro Rata Share (or other share contemplated hereunder) of payments on account of the Advances or on account of such reimbursement obligations obtained amounts received by all the Lenders, such Lender shall forthwith immediately notify the Administrative Agent of such fact and purchase from the other Lenders Lenders, in a manner to be reasonably specified by the Administrative Agent, such participations in the Advances made Loans held by them (and, if applicable, such sub-participations in the Letters of Credit and/or participations in Bankers' Acceptances and such reimbursement obligations BA Equivalent Notes) as shall be necessary to cause such purchasing Lender to share the excess payment ratably or other recovery pro rata with each of them, provided, however, the other Lenders; PROVIDED that (i) if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery recovery, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (Ai) the amount of such paying Lender’s 's required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to SECTION 11.11) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. The provisions of this SECTION 2.11 are solely for the benefit of the Lenders and are not for the benefit of (and may not be enforced by) any other Person. The Lenders may, without the consent of the Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this SECTION 2.11 and to establish different sharing arrangements with respect to payments by or on behalf of the Borrower; PROVIDED that any such amendment, modification or sharing arrangement shall be consented to by all Lenders.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by Loans owing to it (other than than, to the extent that non-ratable payments as between the Lenders are expressly provided for therein, payments received pursuant to the Fee LettersSection 3.03, Section 2.02(c), 2.08, 2.12, 2.15 3.05 or 8.04(b)3.06) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations participation in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them, ; provided, however, that (i) if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, such the purchase from each Lender shall be rescinded and such each Lender that has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such recovery together with an amount equal to such selling Lender’s 's ratable share (according to the proportion of (Aa) the amount of such selling Lender’s 's required repayment to the purchasing Lender to (Bb) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 3.04 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. 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 3.04 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 3.04 to share in the benefits of any recovery on such secured claim. As used in this Section 3.04, the terms ratable and non-ratable shall be determined by reference to the respective Percentages of the Lenders.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b8.04(c)) or), on account of or the Borrower’s reimbursement obligations participations in respect of LC Outstandings L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by (and subparticipations in L/C Obligations and Swing Line Loans) owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Notwithstanding the foregoing, the provisions of this Section shall not be construed to apply to (x) any payment that is in excess of such Lender’s ratable share made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including those provisions providing for the application of funds when a Defaulting Lender exists) or (y) the application of Cash Collateral or other credit support (and proceeds thereof) in respect of obligations relating to Letters of Credit (including related Lender participation obligations) provided for in 2.18.

Sharing of Payments, Etc. If If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable Pro Rata Share (or other share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenderscontemplated hereunder) thereof, such Lender shall forthwith immediately (a) notify the Administrative Agent of such fact, and (b) purchase (for cash 129 at face value) from the other Lenders such participations in the Advances Loans made by them and and/or such reimbursement obligations subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment ratably in respect of such Loans or such participations, as the case may be, with each of them, provided, however, them in accordance with their respective Pro Rata Shares; provided that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the recovered, without further interest thereon. The provisions of this Section 2.16 clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising as in effect from the existence of a Defaulting Lender), time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawapplicable Laws, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Committed Advances made by owing to it (other than (x) as payment of a Revolving Credit Advance made by an Issuing Bank pursuant to the Fee Letters, first sentence of Section 2.02(c2.4(c), 2.08as payment of a Swing Line Advance pursuant to Section 2.2(a)(v), 2.12(y) pursuant to Section 2.18, 2.15 8.3, 8.4 or 8.04(b)10.3 or (z) or, on account of the Borrower’s reimbursement obligations as consideration for an assignment or participation in respect of LC Outstandings accordance with Section 10.6) in excess of its ratable share Ratable Share of payments on account of the Committed Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Committed Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovered, and (ii) provided further that, so long as the provisions of this Section 2.16 Advances shall not be construed to apply to (A) any payment made by the Borrower have become due and payable pursuant to and in accordance Section 6.01, any excess payment received by any Lender under a Facility shall be shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), other Lenders that have Commitments or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)under such Facility. The Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the such Borrower in the amount of such participation.. NYDOCS02/1166703 53

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Revolving Credit Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Revolving Credit Advances made by them and such reimbursement obligations to the other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (ia) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to each such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (iib) the provisions of this Section 2.16 shall not be construed to apply to (Ax) any payment made by or on behalf of the Borrower 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), (y) the application of Cash Collateral provided for in Section 2.20, or (Bz) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or participations subparticipations in LC Outstandings Fronted L/C Obligations to any assignee or participant, other than an assignment to the Borrower or any Subsidiary Affiliate thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.13 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 Lender were the direct creditor of the Borrower in the amount of such participation.set-

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by owing to it (other than (x) as payment of an Advance made by an Issuing Bank pursuant to the Fee Letters, first sentence of Section 2.02(c2.03(c) or (y) pursuant to Section 2.06(b), 2.082.11, 2.122.14, 2.15 2.19 or 8.04(b8.04(c)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable pro rata share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such LenderXxxxxx’s ratable share (according to the proportion of (Ai) the amount of such Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered recovered; provided, further, that, so long as the maturity of the obligations under this Agreement and (ii) the provisions of this Section 2.16 Notes shall not have been accelerated, any excess payment received by any Appropriate Lender in respect of any Facility shall be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance shared on a pro rata basis only with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)Appropriate Lenders. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.15 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any payment (whether voluntary, involuntary, principal of or interest on the Loans owing to such Lender under this Agreement through the exercise of any a right of set-offsetoff, banker’s lien, counterclaim or otherwise) on account of the Advances made by it otherwise (other than including pursuant to the Fee Lettersa Debtor Relief Law) (excluding, Section 2.02(c)in each case, 2.08, 2.12, 2.15 any exercise of remedies by an Applicable Lender with respect to its Applicable Collateral or 8.04(b)by amounts received by an Applicable Lender with respect to its Applicable Collateral under a Debtor Relief Law) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account Ratable Share of the Advances or on account amounts owed to it hereunder (or, if the Borrower makes an election pursuant to Section 2.04 and Section 2.09(a), in excess of such reimbursement obligations obtained by all its Ratable Share of amounts owed to it hereunder with respect to Loans of the LendersType so prepaid), such Lender shall forthwith promptly notify the Administrative Agent of such fact and purchase (for cash at face value) from the other Lenders a participation in their portion of the Loans, in such participations in the Advances made by them amounts and with such reimbursement obligations other adjustments from time to time, as shall be necessary equitable in order that all Lenders share such payment in accordance with their respective ratable portion as provided for in this Agreement. Each Lender further agrees that if a payment to cause a Lender (which is obtained by such purchasing Lender to share through the excess payment ratably with each exercise of thema right of setoff, providedbanker’s lien, however, that (icounterclaim or otherwise) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such or must otherwise be restored, each Lender which shall repay to have shared the purchasing Lender the purchase price to the extent benefit of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable payment shall, by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale repurchase of a participation in any theretofore sold, return its share of its Advances that benefit to each Lender whose payment shall have been rescinded or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)otherwise restored. The Borrower agrees that any Lender so purchasing such a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (payment, including the right of set-off) setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. For the avoidance of doubt, the foregoing provisions of this Section 2.12 shall not apply to any exercise by an Applicable Lender of remedies against the Collateral controlled by such Applicable Lender or the assignment or participation of Loans or Commitments otherwise permitted hereunder.

Sharing of Payments, Etc. If any Lender Participating Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participations in accordance with Section 8.5 to a Person that is not an Affiliate or Subsidiary of the Account Party) on account of its participation interest in the Advances made by Letter of Credit Liabilities or other amounts owing to it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 2.8 or 8.04(b)2.9) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances participation interests or on account of such reimbursement obligations other amounts obtained by all the LendersParticipating Banks, such Lender Participating Bank shall forthwith purchase from the other Lenders Participating Banks such participations in the Advances made by portions of such participation interests and other amounts owing to them and such reimbursement obligations as shall be necessary to cause such purchasing Lender Participating Bank to share the excess payment ratably with each of them; PROVIDED, provided, howeverHOWEVER, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderParticipating Bank, such purchase from each Lender Participating Bank shall be rescinded and such Lender Participating Bank shall repay to the purchasing Lender Participating Bank the purchase price to the extent of such recovery together with an amount equal to such Lender’s Participating Bank's ratable share (according to the proportion of (Ai) the amount of such Lender’s Participating Bank's required repayment to (Bii) the total amount so recovered from the purchasing LenderParticipating Bank) of any interest or other amount paid or payable by the purchasing Lender Participating Bank in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower Account Party agrees that any Lender Participating Bank so purchasing a participation from another Lender Participating Bank pursuant to this Section 2.16 2.10 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 Lender Participating Bank were the direct creditor of the Borrower Account Party in the amount of such participation. Notwithstanding the foregoing, if any Participating Bank shall obtain any such excess payment involuntarily, such Participating Bank may, in lieu of purchasing a participation from the other Participating Banks in accordance with this Section 2.10, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in accordance with Section 2.6.

Sharing of Payments, Etc. If any Lender (a “Benefited Lender”) shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it Loans (other than pursuant or interest thereon) owed to the Fee Lettersit, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations Loans obtained by all the LendersLenders entitled to such payments, such Lender shall forthwith purchase from the other Lenders such participations in the Advances made by them and such reimbursement obligations Loans, as the case may be, as shall be necessary to cause such purchasing Benefited Lender to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Benefited Lender, such purchase from each such Lender shall be rescinded and such each other Lender shall repay to the purchasing Benefited Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s ratable share (according to the proportion of (Ai) the amount of such other Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Benefited Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.05(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided, that the provisions of this Section 2.05(b) shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or any payment obtained by a Lender as consideration for the assignment of sale of a participation in any of its Loans to any assignee or participant, other than to a Loan Party or any of their Affiliates (as to which provisions of this Section 2.05(b) apply).

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the its Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account its share of the Borrower’s reimbursement obligations in respect Letter of LC Outstandings Credit Obligations in excess of its ratable share Pro Rata Share of payments on account of the Advances or on account Letter of such reimbursement obligations Credit Obligations obtained by all the Lenders, then such Lender shall notify the Administrative Agent and the other Lenders and forthwith purchase from the other Lenders Lenders, such participations in the Advances made by them and such reimbursement obligations or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably in accordance with the requirements of this Agreement with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such LenderXxxxxx’s ratable share (according to the proportion of (Aa) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Xxxxxx’s ratable share (according to the proportion of (i) the amount of such LenderXxxxxx’s required repayment to the purchasing Lender to (Bii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) recovered; provided further that, the provisions of this Section 2.16 paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral to address the fronting exposure of Defaulting Lenders as provided in Section 2.16, or (BC) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings Swingline Advances and Letters of Credit to any assignee or participant, other than to the Borrower or any Subsidiary thereof of its Subsidiaries or Affiliates (as to which the provisions of this Section 2.16 paragraph shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 may, to the fullest extent permitted by law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If The Lenders hereby agree among themselves that if any Lender shall obtain any payment (of them shall, whether voluntaryby voluntary payment, involuntaryby realization upon security, through the exercise of any right of set-offoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or otherwise) on account as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Advances made aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "Aggregate Amounts Due" to each Lender) which is greater than the proportion received by it (any other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations Lender in respect of LC Outstandings in excess the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its ratable share of payments on account of the Advances or on account portion of such reimbursement obligations obtained by all payment) in the Lenders, such Lender shall forthwith purchase from Aggregate Amounts Due to the other Lenders so that all such participations in the Advances made by them and such reimbursement obligations as recoveries of Aggregate Amounts Due shall be necessary shared by all Lenders in proportion to cause the Aggregate Amounts Due to them, provided that if all or part of such proportionately greater payment received by such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderLender upon the bankruptcy or reorganization of the Borrower or otherwise, such purchase from each Lender those purchases shall be rescinded and the purchase prices paid for such Lender participations shall repay be returned to the such purchasing Lender the purchase price ratably to the extent of such recovery together with an amount equal to such Lender’s ratable share (according recovery, but without interest. The Borrower expressly consents to the proportion foregoing arrangement and agrees that any holder of (A) the amount a participation so purchased may exercise any and all rights of such Lender’s required repayment banker's lien, set-off or counterclaim with respect to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made all monies owing by the Borrower 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 (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) holder with respect to such participation thereto as fully as if such Lender that holder were the direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder.

Sharing of Payments, Etc. If (a) If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Advances made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share Commitment Percentage of payments on account of the Advances or on account Loans and Letter of such reimbursement obligations Credit Liabilities obtained by all the LendersBanks, such Lender Bank shall forthwith (i) notify the Administrative Agent of such fact, and (ii) purchase from the other Lenders Banks such participations in the Advances Loans made by them and such reimbursement obligations the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment ratably with each of them, ; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing LenderRECOVERED FROM THE PURCHASING BANK, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share SUCH PURCHASE SHALL TO THAT EXTENT BE RESCINDED AND EACH OTHER BANK SHALL REPAY TO THE PURCHASING BANK THE PURCHASE PRICE PAID THEREFOR, TOGETHER WITH AN AMOUNT EQUAL TO SUCH PAYING BANK’S COMMITMENT PERCENTAGE (according to the proportion of ACCORDING TO THE PROPORTION OF (AI) the amount of such Lender’s required repayment to THE AMOUNT OF SUCH PAYING BANK’S REQUIRED REPAYMENT TO (BII) the total amount so recovered from the purchasing LenderTHE TOTAL AMOUNT SO RECOVERED FROM THE PURCHASING BANK) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)OF ANY INTEREST OR OTHER AMOUNT PAID OR PAYABLE BY THE PURCHASING BANK IN RESPECT OF THE TOTAL AMOUNT SO RECOVERED. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 THE COMPANY AGREES THAT ANY BANK SO PURCHASING A PARTICIPATION FROM ANOTHER BANK PURSUANT TO THIS ‎Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offset‑off, but subject to ‎Section 10.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this ‎Section 2.13 and will in each case notify the Banks following any such purchases or repayments.

Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances Term Loan made by it (other than pursuant to the Fee Letters, Section 2.02(c), 2.082.07, 2.122.10, 2.15 2.13 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersits Term Loan, such Lender shall forthwith purchase from the other Lenders such participations in the Advances Term Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according to the proportion of (A) the amount of such Lender’s required repayment to (B) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 2.14 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any portion of its Advances or participations in LC Outstandings Term Loan to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 2.14 shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 2.14 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 Lender were the direct creditor of the Borrower in the amount of such participation.

Sharing of Payments, Etc. If any Lender shall obtain on account of the Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account or receive any collateral in respect thereof in excess of the Advances made by it (other than amount such Lender was entitled to receive pursuant to the Fee Letters, Section 2.02(c), 2.08, 2.12, 2.15 or 8.04(b)) or, on account of the Borrower’s reimbursement obligations in respect of LC Outstandings in excess of its ratable share of payments on account of the Advances or on account of such reimbursement obligations obtained by all the Lendersterms hereof, such Lender shall forthwith immediately (a) notify Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Advances Loans made by them and such reimbursement obligations as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, according to the terms hereof; provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from such the purchasing Lender, such purchase from each Lender shall to that extent be rescinded and such each other Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (Ai) the amount of such paying Lender’s required repayment to (Bii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (ii) the provisions of this Section 2.16 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances or participations in LC Outstandings to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this Section 2.16 shall apply)recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.09 and will in each case notify the Lenders following any such purchases or repayments. Notwithstanding the foregoing, if any Defaulting Lender shall have failed to fund all or any portion of any Loan (each such Loan, an “Affected Loan”), each payment by Borrower hereunder shall be applied first to such Affected Loan and the principal amount and interest with respect to such payment shall be distributed (i) to each Lender that is not a Defaulting Lender (each, a “Non-Defaulting Lenders”) pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders, until the principal amount of all Affected Loans has been repaid in full and (ii) to the extent of any remaining amount of such payment, to each Lender pro rata in accordance with such Lender’s Pro Rata Share. Each payment made by the Borrower on account of the interest on any Affected Loan shall be distributed to each Non-Defaulting Lender pro rata based on the outstanding principal amount of Affected Loans owing to all Non-Defaulting Lenders.