Common use of Sharing of Payments Clause in Contracts

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Lender shall obtain payment in respect of any principal of or interest on account any of the Committed its Revolving Loans, Term Loans made by it to a Borrower, or the participations in Swing Line Loans held LC Disbursements or Swingline Loans, including by it way of exercising any right of set-off or counterclaim or otherwise, resulting in such Lender’s Lender receiving payment of a greater proportion of the aggregate amount of such Committed its Revolving Loans, Term Loans or and participations in LC Disbursements and Swingline Loans and accrued interest thereon greater than its pro rata share thereof as provided hereinthe proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (afor cash at face value) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Revolving Loans, Term Loans and subparticipations participations in Swing Line LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and Swing Line Loans made by them to participations in LC Disbursements and Swingline Loans; provided that (i) if any such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans participations are purchased and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess the payment giving rise thereto is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)recovered, such purchase participations shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to recovery, without interest, and (ii) the total amount so recovered from the purchasing Lenderprovisions of this clause (c) of shall not be construed to apply to any interest or other amount paid or payable payment made by the purchasing Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in respect any of the total amount so recovered, without further interest thereonits Loans or participations in LC Disbursements to any assignee or participant. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender mayconsents to the foregoing and agrees, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, it may effectively do so under applicable Law but subject to Section 9.9) 10.08, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower rights of set-off and counterclaim with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article V (LIBOR and Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all the Senior Lenders holding such Loans, then the such Senior Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 4.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section 4.14 shall not be construed to apply to any payment by the Borrower pursuant to and will in each case notify accordance with the Lenders following express terms of this Agreement or any such purchases payment obtained by any Senior Lender as consideration for the assignment or repayments. Each Lender that purchases sale of a participation or subparticipation 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 in any of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedits Loans.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it, Letters of Credit issued by it to a Borrower, or the participations in Swing Line L/C Obligations or in Swingline Loans held by it resulting it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans or Letters of Credit made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans Loans, Letters of Credit or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation 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 or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Revolving Loans or portion of the Term Loans made by it to a Borrower, or the risk participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans prior to the funding of risk participations therein), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other applicable Lenders (other than any Defaulting Lenders) such participations in the Committed Revolving Loans and subparticipations in Swing Line Loans and Swing Line and/or portion of the applicable Term Loans made by them to and/or such Borrower subparticipations in the risk 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 in respect of such Committed Revolving Loans, Term Loans and Swing Line Loans or such risk participations, as the case may be, pro rata with each of themthe Revolving Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Administrative Agent or any Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender receiving any payment relating to such excess payment shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) 10.09, with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.14 and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. (a) If, other than as expressly provided elsewhere herein, any Domestic Lender shall obtain on account of the Committed Domestic Loans made by it to a Borrowerit, or the its participations in L/C Obligations regarding Domestic Letters of Credit or in Domestic Swing Line Loans held by it resulting it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Domestic Lender receiving such greater proportion shall immediately (a) notify the Domestic Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Domestic Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Domestic Loans made by them to and/or such Borrower subparticipations in the participations in L/C Obligations regarding Domestic Letters of Credit or Domestic Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Domestic Lender to share the excess payment in respect of such Committed Domestic Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Domestic Lender, such purchase shall to that extent be rescinded and each such other Domestic Lender shall repay to the purchasing Domestic Lender the purchase price paid therefor, together with an amount equal to such paying Domestic Lender’s ratable share (according to the proportion of (i) the amount of such paying Domestic Lender’s required repayment to (ii) the total amount so recovered from the purchasing Domestic Lender) of any interest or other amount paid or payable by the purchasing Domestic Lender in respect of the total amount so recovered, without further interest thereon. Each The Domestic Borrower agrees that any Domestic Lender so purchasing a participation or subparticipation from another Domestic Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.08) with respect to such participation or subparticipation as fully as if such Domestic Lender were the direct creditor of such the Domestic Borrower in the amount of such participation or subparticipationparticipation. The Domestic Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Domestic Lenders following any such purchases or repayments. Each Domestic Lender that purchases a participation or subparticipation 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 Domestic Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.08) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Construction/Term Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article 5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Senior Lenders holding Construction/Term Loans, then the such Senior Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Construction/Term Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them to such Borrower as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 4.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.914.14) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section 4.15 shall not be construed to apply to any payment by the Borrower pursuant to and will in each case notify accordance with the Lenders following express terms of this Agreement or any such purchases payment obtained by any Senior Lender as consideration for the assignment or repayments. Each Lender that purchases sale of a participation or subparticipation pursuant in any of its Construction/Term Loans 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 purchasedwhich it has a participation interest.

Sharing of Payments. If(a) If any KEXIM Covered Facility Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any KEXIM Covered Facility Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of ARTICLE 4 (LIBOR And Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all KEXIM Covered Facility Lenders holding KEXIM Covered Facility Loans, then the such KEXIM Covered Facility Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other KEXIM Covered Facility Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line KEXIM Covered Facility Loans made by them to such Borrower as shall be necessary to cause such purchasing KEXIM Covered Facility Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing KEXIM Covered Facility Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other KEXIM Covered Facility Lender that has sold a participation to the purchasing KEXIM Covered Facility Lender shall repay to the purchasing KEXIM Covered Facility Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling KEXIM Covered Facility Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling KEXIM Covered Facility Lender’s required repayment to the purchasing KEXIM Covered Facility Lender to (iiy) the total amount so recovered from the purchasing KEXIM Covered Facility Lender) of any interest or other amount paid or payable by the purchasing KEXIM Covered Facility Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any KEXIM Covered Facility Lender so purchasing a participation or subparticipation from another KEXIM Covered Facility Lender pursuant to this Section 3.13(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Lender KEXIM Covered Facility Loan were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section 3.13 shall not be construed to apply to any payment by the Borrower pursuant to and will in each case notify accordance with the Lenders following express terms of this Agreement or any such purchases payment obtained by any KEXIM Covered Facility Lender as consideration for the assignment or repayments. Each Lender that purchases sale of a participation or subparticipation 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 in any of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedits KEXIM Covered Facility Loans.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made terms of SECTION 4.3, 4.4, 4.5 or 4.6) in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion a fraction having a numerator of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender and a denominator of (iib) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 4.10) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. IfIf any Lender, other than as expressly provided elsewhere herein, any the Issuing Lender or the Swing Line Lender shall obtain on account receive and retain any payment, whether by setoff, application of deposit balance or security, or otherwise, in respect of the Committed Loans made by it Obligations in excess of such Lender’s, the Swing Line Lender’s or the Issuing Lender’s Applicable Revolving Percentage or Applicable Term Percentage with respect to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment Series of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-AgentTerm Loans, as the case may be, of then such factLender, and (b) Swing Line Lender or Issuing Lender shall purchase from the other Revolving Lenders (other than any Defaulting or applicable Term Lenders) , as the case may be, for cash and at face value and without recourse, such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made Obligations held by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata to be shared ratably as aforesaid with each of them; provided, however, that if all such excess payment or any part thereof is thereafter recovered from such purchasing Lender, Swing Line Lender or Issuing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, but without further interest thereoninterest. Each Lender, the Swing Line Lender and the Issuing Lender are hereby authorized by the Borrower agrees that Parties to exercise any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise and all of its rights of payment (including setoff, counterclaim or bankers’ lien against the full amount of the Obligations, whether or not held by such Lender, the Swing Line Lender or the Issuing Lender. Each of the Lenders, the Swing Line Lender and the Issuing Lender hereby agree to exercise any right such rights first against the Obligations and only then to any other Indebtedness of set-off, but subject to Section 9.9) with respect the Borrower to such participation Lender, the Swing Line Lender or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedIssuing Lender.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.08) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Applicable Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If(a) If any Working Capital Lender, Issuing Bank or Swing Line Lender obtains any payment or other than as expressly provided elsewhere hereinrecovery (whether voluntary, any Lender shall obtain involuntary, by application of setoff or otherwise) on account of the Committed Loans made by it to a Borrowerany Working Capital Loan, LC Loan or the participations in Swing Line Loans held by it resulting Loan (other than pursuant to the terms of Article V (Term SOFR and Tax Provisions) or Section 4.16 (Pro Rata Treatment)) in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof of payments then or therewith obtained by all Working Capital Lenders holding Working Capital Loans, LC Loans or Swing Line Loans (as provided hereinapplicable), then the such Working Capital Lender, Issuing Bank or Swing Line Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Working Capital Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Working Capital Loans, LC Loans and subparticipations in Swing Line Loans and or Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Working Capital Lender that has sold a participation to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender shall repay to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Working Capital Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Working Capital Lender’s required repayment to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to (iiy) the total amount so recovered from the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender) of any interest or other amount paid or payable by the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Working Capital Lender, Issuing Bank or Swing Line Lender or so purchasing a participation or subparticipation from another Working Capital Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.13 (Right of Set-Off)) with respect to such participation or subparticipation as fully as if such Working Capital Lender, Issuing Bank or Swing Line Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from not be construed to apply to any payment by the Borrower pursuant to and after such purchase have in accordance with the right to give all notices, requests, demands, directions and other communications under express terms of this Agreement with respect to or any payment obtained by any Working Capital Lender as consideration for the portion assignment or sale of the Obligations purchased to the same extent as though the purchasing Lender were the original owner a participation in any of the Obligations purchasedits Loans.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Senior Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article 4) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Senior Lenders holding Senior Loans, then the such Senior Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Senior Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them to such Borrower as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 3.12(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.912.14) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section 3.12 shall not be construed to apply to any payment by the Borrower pursuant to and will in each case notify accordance with the Lenders following express terms of this Agreement or any such purchases payment obtained by any Senior Lender as consideration for the assignment or repayments. Each Lender that purchases sale of a participation or subparticipation pursuant in any of its Senior Loans 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 purchasedwhich it has a participation interest.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made terms of SECTIONS 4.3, 4.4 and 4.5) in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender TO (iib) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Lender receives a secured claim in lieu of a set off to which this Section applies, such Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Senior Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article 5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Senior Lenders holding Senior Loans of such Class (and, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as in the case may beof Construction/Term Loans, any Tranche) (including the Revolving LC Issuing Bank with unreimbursed Revolving LC Disbursements of such factClass outstanding), and (b) such Senior Lender shall purchase from the other Senior Lenders (other than any Defaulting Lendersor the Revolving LC Issuing Bank) (for cash at face value) such participations in the Committed Senior Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them (or unreimbursed Revolving LC Disbursements of such Class, which shall then be converted to such Borrower Senior Loans) as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 4.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.914.14) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent provisions of this Section 4.15 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Senior Lender as consideration for the assignment or sale of a participation in any of its Senior Loans or the Canadian Sub-Agent, as the case may be, will keep records (Revolving LCs to which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases it has a participation or subparticipation 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 purchasedinterest.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.08) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere ------------------- herein, and subject to any scheduled mandatory reductions under the UK Credit Agreement or the US Credit Agreement (provided that the corresponding scheduled mandatory payment(s) has or have been made to the other bank group), any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Administrative US Agent or and the Canadian Sub-Agent, as the case may be, UK Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans US Obligations and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower UK Obligations as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that -------- ------- if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Administrative US Agent or and the Canadian Sub-Agent, as the case may be, UK Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 14 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation Where the reduction in the US Commitments has occurred as required pursuant to the US Credit Agreement, the purchase mechanism set forth in this Section 14 shall from and after such purchase have also apply where a revolving facility has not been fully utilized to its then current level of commitment at the right to give all notices, requests, demands, directions and other communications under this Agreement with respect time of any Enforcement. Notwithstanding anything to the portion of contrary in this Section 14, the Obligations purchased participation purchases contemplated hereby shall occur no more frequently than (i) every six months prior to the same extent as though commencement and continuation of any Enforcement and (ii) every month during the purchasing Lender were the original owner continuation of the Obligations purchasedany Enforcement.

Sharing of Payments. IfEach Lender agrees that (a) if by exercising any right of set-off or counterclaim or otherwise, other than as expressly provided elsewhere herein, any Lender it shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving receive payment of (i) a proportion of the aggregate amount due with respect to its Commitment Percentage of such Committed the Loans or participations and accrued interest thereon Letter of Credit Exposure which is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Commitment Percentage of the Loans and Letter of Credit Exposure and (b) the Lender receiving such proportionately greater payment shall promptly purchase participations in the Loans 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 recoveredthat all such payments of principal and interest with respect to the Loans and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Commitment Percentages; PROVIDED, without further interest thereon. Each Borrower agrees HOWEVER, that this Section 13.2 shall not impair the right of any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but off or counterclaim and to apply the amount subject to Section 9.9) such exercise to the payment of indebtedness of any Obligor other than such Obligor's indebtedness with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repaymentsObligations. Each Lender that purchases grants a participation or subparticipation pursuant to this in the Obligations under Section 18.5 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect require as a condition to the portion granting of such participation that the participant agree to share payments received in respect of the Obligations purchased as provided in this Section 13.2. The provisions of this Section 13.2 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be available to any Obligor as a defense to the same extent as though the purchasing Lender were the original owner payment of the Obligations purchasedObligations.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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.manifest

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made any Advance in excess of its Pro Rata Percentage of payments then or theretofore obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Advances made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share ([according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section applies, such Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued Toyota – Five Year Credit Agreement (2015) interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under Toyota - 364 Day Credit Agreement 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. If, other than as expressly provided elsewhere herein, and subject to any scheduled mandatory reductions under the UK Credit Agreement or the US Credit Agreement (provided that the corresponding scheduled mandatory payment(s) has or have been made to the other bank group), any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Administrative US Agent or and the Canadian Sub-Agent, as the case may be, UK Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans US Obligations and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower UK Obligations as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Administrative US Agent or and the Canadian Sub-Agent, as the case may be, UK Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 14 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation Where the reduction in the US Commitments has occurred as required pursuant to the US Credit Agreement, the purchase mechanism set forth in this Section 14 shall from and after such purchase have also apply where a revolving facility has not been fully utilized to its then current level of commitment at the right to give all notices, requests, demands, directions and other communications under this Agreement with respect time of any Enforcement. Notwithstanding anything to the portion of contrary in this Section 14, the Obligations purchased participation purchases contemplated hereby shall occur no frequently than (i) every six months prior to the same extent as though commencement and continuation of any Enforcement and (ii) every month during the purchasing Lender were the original owner continuation of the Obligations purchasedany Enforcement.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. (a) If, other than as expressly provided elsewhere herein, any US Lender shall obtain on account of the US Committed Loans made by it to a Borrowerit, or the participations in US L/C Obligations or in US Swing Line Loans held by it resulting it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (ai) notify the Administrative Agent of such fact and (ii) purchase from the other US Lenders such participations in the US Committed Loans made by them and/or such subparticipations in the participations in US L/C Obligations or the Canadian Sub-AgentUS Swing Line Loans held by them, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such US Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the applicable purchasing Lender under any of the circumstances described in Section 9.6 12.07 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each The US Facility Borrower agrees that any US Lender so purchasing a participation or subparticipation from another Lender the other US Lenders may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.912.05) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the US Facility Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section subsection and will in each case notify the applicable Lenders following any such purchases or repayments. Each US Lender that purchases a participation or subparticipation pursuant to this Section subsection 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 US Obligations purchased to the same extent as though the purchasing Lender were the original owner of the US Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or participation in a Revolving Loan Letter of Credit (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5 and 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein(calculated by reference to such Lender's Percentage Share) of payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and participations in Revolving Loan Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of or other recovery ratably (calculated by reference to such Committed Loans and Swing Line Loans pro rata Lender's Percentage Share) with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery (calculated by reference to such Lender's Percentage Share) together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.8 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.8 applies, such Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lenders entitled under this Section and will 4.8 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any Working Capital Lender or Issuing Bank obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Working Capital Loan or LC Loan (other than pursuant to the Committed Loans made by it to a Borrower, terms of Article V (LIBOR AND TAX PROVISIONS) or the participations Section 4.16 (Pro Rata Treatment)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof of payments then or therewith obtained by all Working Capital Lenders holding Working Capital Loans or LC Loans (as provided hereinapplicable), then the such Working Capital Lender receiving such greater proportion or Issuing Bank shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Working Capital Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Working Capital Loans and subparticipations in Swing Line Loans and Swing Line or LC Loans made by them to such Borrower as shall be necessary to cause such purchasing Working Capital Lender or Issuing Bank to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Working Capital Lender or Issuing Bank, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Working Capital Lender that has sold a participation to the purchasing Working Capital Lender or Issuing Bank shall repay to the purchasing Working Capital Lender or Issuing Bank the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Working Capital Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Working Capital Lender’s required repayment to the purchasing Working Capital Lender or Issuing Bank to (iiy) the total amount so recovered from the purchasing LenderWorking Capital Lender or Issuing Bank) of any interest or other amount paid or payable by the purchasing Working Capital Lender or Issuing Bank in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Working Capital Lender or Issuing Bank or so purchasing a participation or subparticipation from another Working Capital Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.13 (Right of Set-Off)) with respect to such participation or subparticipation as fully as if such Working Capital Lender or Issuing Bank were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from not be construed to apply to any payment by the Borrower pursuant to and after such purchase have in accordance with the right to give all notices, requests, demands, directions and other communications under express terms of this Agreement with respect to or any payment obtained by any Working Capital Lender as consideration for the portion assignment or sale of the Obligations purchased to the same extent as though the purchasing Lender were the original owner a participation in any of the Obligations purchasedits Loans.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from Toyota – Three Year Credit Agreement (2017) the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. IfEach Lender (a “Receiving Lender”) agrees that any payment of any kind (including, other than as expressly provided elsewhere hereinwithout limitation, any Lender shall obtain payment resulting from a set-off of a deposit account or any payment or distribution made in the context of any insolvency or reorganization proceeding) received by it on account of the Committed Loans made by it Guarantied Obligations (such payment, a “Shared Payment”) from any Subsidiary Guarantor is to a Borrowerbe distributed among the Lenders equally and ratably in accordance with Section 1.22 hereof, without discrimination or preference, with any balance remaining after such distribution among the Lenders to be distributed to whomever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Notwithstanding the participations foregoing, to the extent that any amounts available for distribution pursuant to this Section 3.2 are attributable to the Bank Guarantied Obligations or Additional Primary Senior Debt Guarantied Obligations that relate to undrawn amounts under the Letters of Credit, such amounts shall be held in Swing Line Loans held a reserve or other account unavailable to the Company or any Subsidiary Guarantor (the “Reserve Account”) to be established by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Distribution Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations . Amounts in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as Reserve Account shall be necessary used from time to cause such purchasing Lender time to share pay the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all applicable Bank Guarantied Obligations or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Additional Primary Senior Debt Guarantied Obligations in respect of the total amount so recoveredLetters of Credit as they become due. Any amounts remaining in the Reserve Account following the expiration or satisfaction in full of the Bank Guarantied Obligations or Additional Primary Senior Debt Guarantied Obligations for which such sums were held in reserve shall be applied against any Guarantied Obligations remaining unpaid in accordance with this Section 3.2. Prior to the appointment of the Distribution Agent, without further interest thereonas set forth in Section 3.3(a) hereof, each Receiving Lender shall hold all Shared Payments received by it in trust for the benefit of all Lenders. Each Borrower agrees For the avoidance of doubt, the parties hereto agree that any Lender so purchasing a participation or subparticipation from another Lender may, to payments made by the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent Company or the Canadian Sub-Agent, as Borrower in respect of the case may be, will keep records (which Guarantied Obligations shall not be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation subject to sharing 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 purchasedAgreement.

Sharing of Payments. If(a) If any Senior LC Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article V (Loan and Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all the Senior LC Lenders holding such Loans, then the such Senior LC Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Senior LC Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Senior LC Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior LC Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior LC Lender that has sold a participation to the purchasing Senior LC Lender shall repay to the purchasing Senior LC Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior LC Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior LC Lender’s required repayment to the purchasing Senior LC Lender to (iiy) the total amount so recovered from the purchasing Senior LC Lender) of any interest or other amount paid or payable by the purchasing Senior LC Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior LC Lender so purchasing a participation or subparticipation from another Senior LC Lender pursuant to this Section 4.10(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Senior LC Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from not be construed to apply to any payment by the Borrower pursuant to and after such purchase have in accordance with the right to give all notices, requests, demands, directions and other communications under express terms of this Agreement with respect to or any payment obtained by any Senior LC Lender as consideration for the portion assignment or sale of the Obligations purchased to the same extent as though the purchasing Lender were the original owner a participation in any of the Obligations purchasedits Loans.

Sharing of Payments. If, other than as expressly provided elsewhere hereinherein (including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any the right of set-offsetoff, but subject to Section 9.910.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation 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 or subparticipation 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. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) the application of Cash Collateral provided for in Section 2.18, (B) the assignments and participations described in Section 10.07, (C) the incurrence of any Incremental Loans in accordance with Section 2.14 and any Extension in accordance with Section 2.15, (D) any loan modification offer described in Section 10.01 or (E) any applicable circumstances contemplated by Sections 2.19 or 3.07.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment ------------------- or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or participation in a Letter of Credit (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess ------------ --- --- of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving (calculated by reference to such greater proportion shall (a) notify the Administrative Agent --- ---- Lender's Percentage or the Canadian Sub-AgentBolivian Letter of Credit Percentage, as the case may beapplicable) of payments then or therewith obtained by all Lenders, of such fact, and (b) Lender shall purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and participations in Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect or other recovery ratably (calculated by reference to such Lender's Percentage or Bolivian Letter of such Committed Loans and Swing Line Loans pro rata Credit Percentage, as applicable) with each of them; provided, however, that if all or any portion of such the excess payment or -------- ------- other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid thereforto the ratable extent of such recovery (calculated by reference to such Lender's Percentage or Bolivian Letter of Credit Percentage, as applicable) together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i1) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (ii2) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.8 may, to the ----------- fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as ----------- fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.8 applies, such Lender shall, to ----------- the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lenders entitled under this Section and will 4.8 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured ----------- claim."

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under 45 Toyota - 364 Day Credit Agreement 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under 44 Toyota – Three Year Credit Agreement (2021) 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. If, other than as expressly provided elsewhere herein, any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Administrative Secured Loan Agent or and the Canadian Sub-Agent, as the case may be, Working Capital Agent of such fact, and (b) purchase from the other affected Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower Obligations as shall be necessary to cause such purchasing put each Senior Lender to share in the excess same position as it would have been in, had the relevant Senior Lender not obtained the payment in respect excess of the share to which it is entitled under this Intercreditor Agreement. If a Senior Lender under the Secured Loan Agreement purchases a participation in any Working Capital Obligation pursuant to this Section 10, it should not improve its priority position as a result of purchasing a prior ranking participation. Consequently, any recovery made by such Committed Loans and Swing Line Loans pro rata a Senior Lender pursuant to such participation (including pursuant to set off rights) shall itself be treated as a payment in excess of the share to which it is entitled under this Intercreditor Agreement, with each the result that the provisions of themthis Section 10 should apply to any such recovery; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other affected Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Administrative Secured Loan Agent or and the Canadian Sub-Agent, as the case may be, Working Capital Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 10 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases Consistent with the foregoing, the extinguishment or effective extinguishment of liability under a participation contingent guaranty or subparticipation pursuant to indemnity under the UK Credit Agreement shall constitute a payment for the purposes of 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 purchased10.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account To the extent permitted by applicable Bank regulatory and legal requirements and subject to the provisions of the Committed Loans made Intercreditor Agreement, each Bank agrees that (i) if by exercising any right of set-off or counterclaim or otherwise, it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving shall receive payment of (a) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loans and Letter of such Committed Loans or participations and accrued interest thereon Credit Exposure which is greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total aggregate amount due with respect to such other Bank's Percentage Interest in the Loans and Letter of Credit Exposure and (ii) if such inequality shall continue for more than 10 days, the Bank receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loans and Letter of Credit Exposure held by the other Banks, 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 Bank through bankruptcy proceedings or otherwise), as may be required so recovered, without further that all such payments of principal and interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, with respect to the fullest extent permitted Loans and Letter of Credit Exposure held by Lawthe Banks shall be shared by the Banks pro rata in accordance with their respective Percentage Interests; PROVIDED, HOWEVER, that this Section 10.5 shall not impair the right of any Bank to exercise all of its rights of payment (including any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 9.9) with respect such exercise to such participation or subparticipation as fully as if such Lender were the direct creditor payment of such Borrower in the amount Indebtedness of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and Borrowers other communications under this Agreement than Borrowers' Indebtedness with respect to the portion Loans and Letter of Credit Exposure. Each Bank that grants a participation in the Loans and Commitments 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 Obligations purchased Indebtedness as provided in this Section 10.5. The provisions of this Section 10.5 are for the sole and exclusive benefit of the Banks and no failure of any Bank to comply with the terms hereof shall be available to any of the Borrowers as a defense to the same extent as though the purchasing Lender were the original owner payment of the Obligations purchasedLoans.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account (x) of the Revolving Loans made by it or its participation in Letters of Credit in excess of its Revolving Credit Proportionate Share of payments on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then Letters of Credit obtained by all the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lender that has waived its share in writing), or interest thereon, such Lender shall forthwith purchase from the other Revolving Credit Lenders) , such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to such Borrower or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, or (y) the Term Loans made by it in respect excess of its Term Loan Proportionate Share of payments on account of the Term Loans obtained by all the Lenders (other than any Lender that has waived its share in writing or pursuant to Section 2.5(n)), or interest thereon, such Committed Lender shall forthwith purchase from the other Term Loan Lenders such participation in the Term Loans and Swing Line Loans pro rata made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender with Obligations of the respective Tranche shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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 to the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.10 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the Committed Loans made terms of SECTIONS 4.3, 4.4, 4.5 or 4.6) in excess of its PRO RATA share of payments obtained by it to a Borrowerall Lender Parties, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion Party shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) Lender Parties such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans -57- Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender Party to share the excess payment in respect or other recovery ratably (to the extent such other Lender Parties were entitled to receive a portion of such Committed Loans and Swing Line Loans pro rata payment or recovery) with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of Party, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender Party which has sold a participation to the purchasing Lender Party shall repay to the purchasing Lender Party the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying Lender’s selling Lender Party's ratable share (according to the proportion of (ia) the amount of such paying Lender’s selling Lender Party's required repayment to the purchasing Lender Party in respect of such recovery TO (iib) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so Party purchasing a participation or subparticipation from another Lender Party pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 4.9) with respect to such participation or subparticipation as fully as if such Lender Party were the direct creditor of such the applicable Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law any Lender Party receives a secured claim in lieu of a setoff to which this Section applies, such Lender Party shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Lender Parties entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without Toyota – Five Year Credit Agreement (2022) further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Toyota - 364 Day Credit Agreement Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 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. If(a) If any Working Capital Lender, Issuing Bank or the Swing Line Lender obtains any payment or other than as expressly provided elsewhere hereinrecovery (whether voluntary, any Lender shall obtain involuntary, by application of setoff or otherwise) on account of the Committed Loans made by it to a Borrowerany Working Capital Loan, LC Loan or the participations in Swing Line Loans held by it resulting Loan (other than pursuant to the terms of ARTICLE V (LIBOR And Tax Provisions), Section 2.07(h) (Repayment of Participations) or Section 4.16 (Pro Rata Treatment)) in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof of payments then or therewith obtained by all Working Capital Lenders holding Working Capital Loans, LC Loans or Swing Line Loans (as provided hereinapplicable), then the Lender receiving such greater proportion shall (a) notify the Administrative Agent Working Capital Lender, Issuing Bank or the Canadian Sub-Agent, as the case may be, of such fact, and (b) Swing Line Lender shall purchase from the other Working Capital Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Working Capital Loans, LC Loans and subparticipations in Swing Line Loans and or Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Working Capital Lender, Issuing Bank or the purchasing Lender under any of Swing Line Lender, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Working Capital Lender that has sold a participation to the purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender shall repay to the purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Working Capital Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Working Capital Lender’s required repayment to the purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender to (iiy) the total amount so recovered from the purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender) of any interest or other amount paid or payable by the purchasing Working Capital Lender, Issuing Bank or the Swing Line Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Working Capital Lender, Issuing Bank or the Swing Line Lender so purchasing a participation or subparticipation from another Working Capital Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right pursuant to Section 11.13 (Right of setSet-off, but subject to Section 9.9)) with respect to such participation or subparticipation as fully as if such Working Capital Lender, Issuing Bank or the Swing Line Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from not be construed to apply to any payment by the Borrower pursuant to and after such purchase have in accordance with the right to give all notices, requests, demands, directions and other communications under express terms of this Agreement with respect to or any payment obtained by any Working Capital Lender as consideration for the portion assignment or sale of the Obligations purchased to the same extent as though the purchasing Lender were the original owner a participation in any of the Obligations purchasedits Loans.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase Toyota – Five Year Credit Agreement (2019) shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 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. If, other than as expressly provided elsewhere herein, any Bridge Lender shall obtain on account of the Committed Bridge Loans made by it to a Borrowerit, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or the participations otherwise) in Swing Line Loans held by it resulting in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Bridge Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Bridge Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Bridge Loans made by them to such Borrower as shall be necessary to cause such purchasing Bridge Lender to share the excess payment in respect of such Committed Bridge Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Bridge Lender under any of the circumstances described in Section 9.6 SECTION 11.05 (including pursuant to any settlement entered into by the purchasing Bridge Lender in its discretion), such purchase shall to that extent be rescinded and each other Bridge Lender shall repay to the purchasing Alderwoods--Subordinated Bridge Loan Agreement 28 Bridge Lender the purchase price paid therefor, together with an amount equal to such paying Bridge Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Bridge Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Bridge Lender) of any interest or other amount paid or payable by the purchasing Bridge Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Bridge Lender so purchasing a participation or subparticipation from another Bridge Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-offsetoff, but subject to Section 9.9SECTION 10.09 of the Senior Credit Agreement as incorporated herein by reference pursuant to SECTION 11.07) with respect to such participation or subparticipation as fully as if such Bridge Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation; provided, further, that, so long as the Obligations under the Bridge Loan Documents shall not have been accelerated, any excess payment received by any Bridge Lender shall be shared on a pro rata basis only with other Bridge Lenders. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Bridge Lenders following any such purchases or repayments. Each Bridge Lender that purchases a participation or subparticipation 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 Bridge Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere ------------------- herein, any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-US Agent, as the case may be, UK Agent and the Post-Petition Agent of such fact, and (b) purchase from the other affected Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower Obligations as shall be necessary to cause such purchasing put each Senior Lender to share in the excess same position as it would have been in, had the relevant Senior Lender not obtained the payment in respect excess of the share to which it is entitled under this Intercreditor Agreement. If a Senior Lender under the UK Credit Agreement or the US Credit Agreement purchases a participation in any Post-Petition Obligation pursuant to this Section 10, it should not improve its priority position as a result of purchasing a prior ranking participation. Consequently, any recovery made by such Committed Loans and Swing Line Loans pro rata a Senior Lender pursuant to such participation shall itself be treated as a payment in excess of the share to which it is entitled under this Intercreditor Agreement, with each the result that the provisions of themthis Section 10 should apply to any such recovery; provided, -------- however, that if all or any portion of such excess payment is thereafter ------- recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other affected Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-US Agent, as the case may be, UK Agent and the Post-Petition Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 10 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases Consistent with the foregoing, the extinguishment or effective extinguishment of liability under a participation contingent guaranty or subparticipation pursuant to indemnity under the UK Credit Agreement shall constitute a payment for the purposes of 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 purchased10.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If 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 principal of or interest on the Committed Loans made by it to a BorrowerLoans, the Reimbursement Obligations or the participations in Swing Line Swingline Loans held owed to it by it resulting any Borrower in such Lender’s receiving payment excess of a proportion of its Pro Rata Share or BSub Percentage, respectively, related to the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof portion of the Term Loans of all payments and other recoveries obtained by all Revolving Lenders, the applicable BSub Lenders or all Term Lenders, as provided hereinthe case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swingline Loans, then the such Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or and the Canadian Sub-Agent, as other applicable Lenders (including the case may be, Swingline Lender) of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans, Reimbursement Obligations and participations in Swingline Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans or other recovery pro rata with such other Lenders in accordance with their Pro Rata Shares, BSub Percentages or pro rata portion of the Term Loans, as applicable (or, after all Loans have matured or been accelerated, in such manner as results in all Lenders sharing such payment or other recovery pro rata (determined on the basis of the relationship between the aggregate amount owed hereunder to each of themLender and the aggregate amount owed hereunder to all Lenders); provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. IfIf any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as expressly provided elsewhere herein, any a result of an assignment pursuant to Section 9.07) (a) on account of obligations due and payable to such Lender shall obtain Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the obligations due and payable to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Committed Loans made obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by it all the Lender Parties at such time or (b) on account of obligations owing (but not due and payable) to a Borrower, or such Lender Party hereunder and under the participations Notes at such time in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such obligations owing to such Lender Party at such time to (ii) the aggregate amount of the obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such Committed Loans or participations time) of payments on account of the obligations owing (but not due and accrued interest thereon greater than its pro rata share thereof as provided herein, then payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender receiving Parties at such greater proportion time, such Lender Party shall (a) notify forthwith purchase from the Administrative Agent other Lender Parties such interests or participating interests in the Canadian Sub-Agentobligations due and payable or owing to them, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender Party to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Party, such purchase from each other Lender Party shall to that extent be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party's ratable share (according to the proportion of (i) the purchase price paid therefor, to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such paying Lender’s Lender Party's ratable share (according to the proportion of (i) the amount of such paying Lender’s other Lender Party's required repayment to (ii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender Party so purchasing a participation an interest or subparticipation participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation interest or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agentparticipating interest, as the case may be, will keep records (which shall be conclusive and binding as fully as if such Lender Party were the direct creditor of the Borrower in the absence amount of manifest error) of participations such interest or subparticipation purchased under this Section and will in each participating interest, as the case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedmay be.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If 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 principal of or interest on the Committed Loans made by it to a BorrowerLoans, the Reimbursement Obligations or the participations in Swing Line Swingline Loans held owed to it by it resulting any Borrower in such Lender’s receiving payment excess of a proportion of its Pro Rata Share or BSub Percentage, respectively, related to the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof portion of the Term Loans of all payments and other recoveries obtained by all Revolving Lenders or, the applicable BSub Lenders or all Term Lenders, as provided hereinthe case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swingline Loans, then the such Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or and the Canadian Sub-Agent, as other applicable Lenders (including the case may be, Swingline Lender) of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans, Reimbursement Obligations and participations in Swingline Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans or other recovery pro rata with such other Lenders in accordance with their Pro Rata Shares or BSub Percentages, as applicable, BSub Percentages or pro rata portion of the Term Loans, as applicable (or, after all Loans have matured or been accelerated, in such manner as results in all Lenders sharing such payment or other recovery pro rata (determined on the basis of the relationship between the aggregate amount owed hereunder to each of themLender and the aggregate amount owed hereunder to all Lenders); provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, 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 Loans made by it or its participation in the Letter of Credit Obligations in excess of its allocable share pursuant to a BorrowerSubsection 10.16, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion payments on account of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinLetter of Credit Obligations obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) forthwith purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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 to the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Subsection 2.12 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation participation. If any Lender, whether in connection with setoff or subparticipationamounts which might be subject to setoff or otherwise, receives collateral or other protection for its Secured Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Proportionate Share. The Administrative Agent In case any such payment is disturbed by legal process, or the Canadian Sub-Agentotherwise, as the case may be, will keep records (which appropriate further adjustments shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedmade.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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.. NYDOCS03/828370

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Liquidity Lender shall ------------------- obtain any payment or other recovery (whether voluntary or involuntary) on account of any Liquidity Advance (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 5.03, or the participations 5.04, 5.05 and 5.06) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments, on the basis of Liquidity Advances Outstanding, or if no Liquidity Advances are outstanding, on the basis of Liquidity Commitments, then the or therewith obtained by all Liquidity Lenders, such Liquidity Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Liquidity Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Liquidity Advances made by them to such Borrower as shall be necessary to cause such purchasing Liquidity Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery with each of themthem on a pro rata basis, computed on the basis of each Liquidity Lender's Liquidity Advances Outstanding or Liquidity Commitment, as the case may be, on the date of such computation; provided, -------- however, that if all or any portion of such the excess payment or other recovery is ------- thereafter recovered from such purchasing Liquidity Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Liquidity Lender which has sold a participation to the purchasing Liquidity Lender shall repay to the purchasing Liquidity Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Liquidity Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Liquidity Lender’s 's required repayment to the purchasing Liquidity Lender to (iib) the total amount so recovered from the purchasing Liquidity Lender) of any interest or other amount paid or payable by the purchasing Liquidity Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Xxxxx agrees that any Liquidity Lender so purchasing a participation or subparticipation from another Liquidity Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Liquidity Lender were the direct creditor of such Borrower Xxxxx in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Liquidity Lender receives a secured claim to which this Section applies, such Liquidity Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Liquidity Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment Toyota – Five Year Credit Agreement (2017) to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, or the participations in L/C Obligations or in Swing Line Loans held by it resulting (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to and/or such Borrower 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 in respect of such Committed Loans and Swing Line Loans or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 Credit 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a Toyota - 364 Day Credit Agreement 2016 participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase Toyota – Three Year Credit Agreement (2019) shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) 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, without Toyota – Five Year Credit Agreement (2016) further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Administrative Applicable Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Liquidity Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Liquidity Advance (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 5.3, or the participations 5.4, 5.5 and 5.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Liquidity Lenders, then the such Liquidity Lender receiving such greater proportion shall (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Liquidity Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Liquidity Advances made by them to such Borrower as shall be necessary to cause such purchasing Liquidity Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery with each of themthem on a pro rata basis, computed on the basis of each Liquidity Lender's outstanding Liquidity Advances; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Liquidity Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Liquidity Lender which has sold a participation to the purchasing Liquidity Lender shall repay to the purchasing Liquidity Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Liquidity Lender’s 's ratable share (according to the proportion of : (ia) the amount of such paying selling Liquidity Lender’s 's required repayment to the purchasing Liquidity Lender, to (iib) the total amount so recovered from the purchasing Liquidity Lender) of any interest or other amount paid or payable by the purchasing Liquidity Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Liquidity Lender so purchasing a participation or subparticipation from another Liquidity Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.9) with respect to such participation or subparticipation as fully as if such Liquidity Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Administrative Agent or other similar law, any Liquidity Lender receives a secured claim in lieu of a setoff to which this Section applies, such Liquidity Lender shall, to the Canadian Sub-Agentextent practicable, as exercise its rights in respect of such secured claim in a manner consistent with the case may be, will keep records (which shall be conclusive and binding in rights of the absence of manifest error) of participations or subparticipation purchased Liquidity Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, the Bankers' Acceptance Facility or the participations in Swing Line Loans L/C Obligations held by it resulting it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to or Bankers' Acceptances and/or such Borrower subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans Loans, Bankers' Acceptances or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) 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, without further interest thereon; provided further that, for purposes of this Section 2.13, and subject to Section 2.01(b)(ii), no Lender other than a Canadian Lender that is a Canadian Resident may purchase any portion of or any interest in a Canadian Loan or Bankers' Acceptance. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.911.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation 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 or subparticipation 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.