Common use of Sharing of Payments Clause in Contracts

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Loan Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Loan Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Loan Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Loan Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, if there exists a Defaulting Lender, all amounts received by such Defaulting Lender hereunder shall be applied in accordance with Section 3.16(b).

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to any other Lender or the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender or the Administrative Agent pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.09 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.09 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan Advance or L/C Obligation any other obligation owing to such Lender the Banks under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata ratable share as provided for in this Credit Agreementof payments received by all of the Banks on account of the Advances and other obligations (or if no Advances are outstanding, ratably according to the respective amounts of the Commitments), such Lender Bank shall promptly notify the Agent and purchase from the other Lenders a participation Banks participations in such Loans, Advances and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective such ratable shares as provided for in this Credit Agreementshares. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation participations theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan Advance or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Agent hereunder are insufficient to pay all such obligations or insufficient to pay all such obligations when due, the fees and other amounts owing to the Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement, other than agency fees and arrangement fees payable pursuant to Section 2.3(d) of this Agreement which shall be paid on a pro rata basis with amounts owing to the Banks. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Raterate at which borrowings are available to the payee in its overnight federal funds market. It is further understood and agreed among the Banks and the Agent that if the Agent or any Bank shall engage in any other transactions with any Borrower and shall have the benefit of any collateral or security therefor which does not expressly secure the obligations arising under this Agreement except by virtue of a so-called dragnet clause or comparable provision, the Agent or such Bank shall be entitled to apply any proceeds of such collateral or security first in respect of the obligations arising in connection with such other transaction before application to the obligations arising under this Agreement.

Sharing of Payments. Each Lender Bank agrees thatthat if it shall, in the event that by exercising any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, off or counterclaim or otherwise (includingotherwise, but not limited toreceive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan made by it or reimbursement obligation or interest due with respect to any LC Disbursement made by it under a Letter of Credit which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made by such other Bank or reimbursement obligation or interest due, pursuant as the case may be, with respect to any LC Disbursement made by such other Bank under such Letter of Credit, the Bankruptcy Code) Bank receiving such proportionately greater payment shall purchase such participations in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the Loans held by or the LC Exposure by the other Lenders a participation in Banks under such LoansLetter of Credit, in such amounts as applicable, and with such other adjustments from time to timeshall be made, as may be required so that all such payments of principal and interest with respect to the Loans and reimbursement obligations and interest with respect to LC Disbursements made by the Banks under such Letter of Credit shall be equitable in order shared by the Banks pro rata; provided that all Lenders share such payment in accordance with their respective ratable shares as provided for (i) nothing in this Credit Agreement. Each Lender further agrees that if a payment Section shall impair the right of any Bank to a Lender (which is obtained by such Lender through the exercise of a any right of set-off, banker’s lien, off or counterclaim or otherwiseit may have and to apply the amount subject to such exercise to the payment of indebtedness of the applicable Account Party other than its indebtedness under this Agreement and (ii) the provisions of this Section shall not be rescinded or must otherwise be restored, each Lender which shall have shared construed to apply to any payment made by any Account Party pursuant to and in accordance with the benefit express terms of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restoredthis Agreement. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower mayAccount Party agrees, to the fullest extent permitted by it may effectively do so under applicable law, that any holder of a participation in any Loan or LC Exposure, whether or not acquired pursuant to the foregoing arrangements, may exercise all rights of payment, including set-off, banker’s lien off or counterclaim, counterclaim and other rights with respect to such participation as fully as if such Lender holder of a participation were a holder direct creditor of such Loan or other obligation Account Party in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, any Swing Line Loan, any L/C Obligation Obligations or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Revolving Loans, Swing Line Loans, L/C Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Revolving Loan, Swing Line Loan, L/C Obligations or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Overnight Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, if there exists a Defaulting Lender, all amounts received by such Defaulting Lender hereunder shall be applied in accordance with Section 3.16(b).

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, participations in L/C Obligation Obligations or in Swing Line Loans or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, and if such Lender is a Tranche A Lender, subparticipations in such amounts L/C Obligations and with Swing Line Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Overnight Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.11 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.11 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that If any Lender or the Issuing Lender shall obtain payment receive and retain any payment, whether by setoff, application of deposit balance or security, or otherwise, in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) Obligations in excess of its pro rata share as provided for in this Credit Agreementsuch Lender’s or the Issuing Lender’s Applicable Percentage, then such Lender or Issuing Lender shall promptly purchase from the other Lenders a for cash and at face value and without recourse, such participation in such Loans, in such amounts and with such other adjustments from time to time, the Obligations held by them as shall be equitable in order necessary to cause such excess payment to be shared ratably as aforesaid with each of them; provided, that all if such excess payment or part thereof is thereafter recovered from such purchasing Lender or Issuing Lender, the related purchases from the other Lenders share shall be rescinded ratably and the purchase price restored as to the portion of such excess payment in accordance with their respective ratable shares as provided for in this Credit Agreementso recovered, but without interest. Each Lender further agrees that if a payment and the Issuing Lender are hereby authorized by the Borrower Parties to a Lender (which is obtained exercise any and all rights of setoff, counterclaim or bankers’ lien against the full amount of the Obligations, whether or not held by such Lender through or the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restoredIssuing Lender. Each of the Lenders and the Issuing Lender hereby agree to exercise any such rights first against the Obligations and only then to any other Indebtedness of the Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien Lender or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Issuing Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan Advance or L/C Obligation any other obligation owing to such Lender the Banks under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata ratable share as provided for in this Credit Agreementof payments received by all of the Banks on account of the Advances and other obligations (or if no Advances are outstanding, ratably according to the respective amounts of the Commitments), such Lender Bank shall promptly purchase from the other Lenders a participation Banks participations in such Loans, Advances and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective such ratable shares as provided for in this Credit Agreementshares. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation participations theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan Advance or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Agent hereunder are insufficient to pay all such obligations or insufficient to pay all such obligations when due, the fees and other amounts owing to the Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement, other than agency fees payable pursuant to Section 2.5(d) of this Agreement which shall be paid on a pro rata basis with amounts owing to the Banks. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Raterate at which borrowings are available to the payee in its overnight federal funds market. It is further understood and agreed among the Banks and the Agent that if the Agent or any Bank shall engage in any other transactions with any Borrower and shall have the benefit of any collateral or security therefor which does not expressly secure the obligations arising under this Agreement except by virtue of a so-called dragnet clause or comparable provision, the Agent or such Bank shall be entitled to apply any proceeds of such collateral or security first in respect of the obligations arising in connection with such other transaction before application to the obligations arising under this Agreement.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Loan, or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that If any Lender shall obtain any payment in respect or other recovery or receive any Collateral (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Revolving Loan Loans or L/C Obligation owing to Collateral then or therewith obtained by all Lenders, such Lender under this shall purchase from the other Lenders such participation in such Revolving Loans or Letters of Credit, or shall provide such other Lenders with the benefits of any such payments, recovery or Collateral or the proceeds thereof as shall be necessary to cause such purchasing Lender to share the excess payment, recovery or Collateral ratably with each of them; provided, however, if all or any portion of such excess payment, recovery or Collateral or benefits is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price and benefits returned to the extent of such recovery, without interest. Borrower agrees that each of the other Lenders so purchasing a portion of such Lender’s Revolving Loans or participation in Letters of Credit Agreement through may exercise all rights, to the exercise of a right of set-off, banker’s lien, counterclaim or otherwise extent permitted hereunder (including, but not limited to, pursuant rights of setoff) with respect to the Bankruptcy Code) in excess of its pro rata share such portion purchased as provided for in this Credit Agreement, if such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreementwere the direct holders thereof. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that each Lender shall have a security interest in, and the right to set off as against any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise Revolving Loan and all rights other of payment, including set-off, bankerBorrower’s lien or counterclaimliabilities under this Agreement, with respect to such participation as fully as if such Lender were a holder of such Loan any deposit account or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds RateBorrower.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan Loan, LOC Obligations or L/C Obligation any other obligation owing to such Lender Bank under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy Code) United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender Bank shall promptly purchase from the other Lenders Banks a participation interest in such Loans, LOC Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders Banks share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender Bank so purchasing such a participation in Loans made to such Borrower interest may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation interest as fully as if such Lender Bank were a holder of such Loan Loans, LOC Obligations or other obligation in the amount of such participationparticipation interest. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or any Agent shall fail to remit to the Administrative any other Agent or any other Lender Bank an amount payable by such Lender Bank or such Agent to the Administrative such other Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative such other Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Overnight Rate. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a setoff to which this Section 3.14 applies, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks under this Section 3.14 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Term Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Term Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Term Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Term Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.11 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.11 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C a Reimbursement Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansReimbursement Obligation, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower Reimbursement Obligations may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation Reimbursement Obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation Disbursement owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoans or L/C Disbursements, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored, together with its pro rata share of any interest required to be paid by the Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Effective Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan or L/C Obligation Letter of Credit reimbursement obligation owing to such Lender Bank under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata ratable share as provided for in this Credit Agreement, such Lender Bank shall promptly purchase from the other Lenders a participation Banks participations in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation participations theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored, together with interest thereon at the per annum rate, if any, at which such Bank whose payment shall have been restored is liable with respect to such restored payment. Each Borrower The Company agrees that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Agent hereunder are insufficient to pay all such obligations when due, the fees and other amounts owing to the Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Raterate at which borrowings are available to the payee in its overnight federal funds market.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, any Swing Line Loan, any L/C Obligation Obligations or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Revolving Loans, Swing Line Loans, L/C Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Revolving Loan, Swing Line Loan, L/C Obligations or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, if there exists a Defaulting Lender, all amounts received by such Defaulting Lender hereunder shall be applied in accordance with Section 3.16(b).

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan or L/C Obligation unreimbursed drawing or obligation to provide cash collateral with respect to any LOC Obligations owing to such Lender Bank under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender Bank shall promptly purchase from the other Lenders Banks a participation in such Revolving Loans, LOC Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders Banks share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each The Borrower and each other Credit Party agrees that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan Revolving Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Effective Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Term Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Term Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that (together with its share of any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, accrued interest payable with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.thereto) to

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C other Borrower Obligation owing to such Lender under this Credit Term Loan Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Term Loan Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoans or Borrower Obligations, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Term Loan Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored, together with its pro rata share of any interest required to be paid by the Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Term Loan Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Term Loan Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate. The provisions of this Section shall not be construed to apply to any payment made by or on behalf of the Borrower pursuant to and in accordance with Section 2.13 of this Agreement (including the application of funds arising from the existence of a Defaulting Lender).

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, unreimbursed drawing with respect to any LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Credit Parties agree that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.including

Sharing of Payments. Each Lender agrees thatpayment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts (including the Reimbursement Obligation) payable to the Lenders under this Agreement shall be made to the Administrative Agent, for the account of the Lenders entitled to such payment, not later than 2:00 p.m. at the Administrative Agent’s Office on the date specified for payment under this Agreement, in immediately available funds (i) with respect to any Revolving Credit Loan denominated in an Alternative Currency, in the event type of currency in which Revolving Credit Loan was made or (ii) with respect to all other Extensions of Credit, in Dollars, and shall be made without any set off, counterclaim or deduction whatsoever. Any payment received after such time but before 3:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have been made on the next succeeding Business Day. Any payment received after 3:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Notwithstanding the foregoing provisions of this Section, if, after the making of any Revolving Credit Loan in any Alternative Currency, the Borrower is prohibited by any Applicable Law from making any payment required hereunder to the Administrative Agent for the account of the Lenders in the type of currency in which such Revolving Credit Loan was made, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Equivalent Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such Applicable Law. Upon receipt by the Administrative Agent of each such payment, the Administrative Agent shall distribute to each such Lender shall obtain payment at its address for notices set forth herein its Commitment Percentage in respect of the Revolving Credit Facility (or other applicable share as provided herein) of such payment and shall wire advice of the amount of such credit to each Lender. Each payment to the Administrative Agent on account of the principal of or interest on the Swingline Loans or of any Revolving Loan fee, commission or other amounts payable to the Swingline Lender shall be made in like manner, but for the account of the Swingline Lender. Each payment to the Administrative Agent of the Issuing Lenders fees or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (includingParticipants’ commissions shall be made in like manner, but not limited to, pursuant to for the Bankruptcy Code) in excess account of its pro rata share as provided for in this Credit Agreement, such the applicable Issuing Lender shall promptly purchase from or the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to timeL/C Participants, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreementthe case may be. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent of Administrative Agent’s fees or any other Lender an amount payable by such Lender to expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under Sections 5.9, 5.10, 5.11 or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments 12.3 shall accrue interest thereon, for each day from the date such amount is due until the day such amount is be paid to the Administrative Agent or for the account of the applicable Lender. Subject to Section 5.1(b)(ii), if any payment under this Agreement shall be specified to be made upon a day which is not a Business Day, it shall be made on the next succeeding day which is a Business Day and such other Lender, at a rate per annum equal to the Federal Funds Rateextension of time shall in such case be included in computing any interest if payable along with such payment.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Loan Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Loan Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Loan Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Loan Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, if there exists a Defaulting Lender, all amounts received by such Defaulting Lender hereunder shall be applied in accordance with Section 3.16(b).

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreementpro rata shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender Bank agrees that, in the event that a Bank (or any Lender of its Participants) shall obtain payment in respect of any Revolving Loan principal of its Notes or L/C Obligation owing to such Lender under this Credit Agreement of interest thereon or any other sum through the exercise of a right of set-off, banker’s lien, counterclaim counterclaim, or otherwise by any other means (including, but not limited towithout limitation, direct payment or pursuant to any Creditors’ Rights Law, including, without limitation the Bankruptcy Code), and such payment results in such Bank (or any such Participant) in receiving a greater payment than it would have been entitled to had such payment been paid directly to Agent for disbursement to the Banks, then such Bank (or any such Participant) shall promptly remit to Agent such excess of its pro rata share as provided for in this Credit Agreementamounts, and Agent shall promptly remit to the other Banks, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order equitable, to the end that all Lenders Banks shall share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared ratably the benefit of such payment shallpayment, by repurchase of a participation theretofore sold, return its share of but only to the extent that benefit to each Lender whose payment shall have been rescinded or otherwise restoredAgent has received such amounts. Each Borrower agrees that any Lender so Bank purchasing such a participation in Loans made to such Borrower Participation may, to the fullest extent permitted by lawLegal Requirements, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation Participations as fully as if such Lender Bank were a holder of such the Loan or other obligation in the amount of such participationParticipation. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank to the Administrative Agent or such other Lender Banks pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other LenderBank, at a rate per annum equal to the Federal Funds Default Rate. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NO BANK MAY EXERCISE ANY RIGHT OF SET-OFF, BANKER’S LIEN, COUNTERCLAIM OR OTHER RIGHT OR REMEDY WITH RESPECT TO BORROWER OR ANY BORROWER PARTY OR ANY PROPERTY WITHOUT AGENT’S CONSENT, WHICH CONSENT SHALL BE GIVEN OR WITHHELD IN AGENT’S SOLE AND ABSOLUTE DISCRETION.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, any Swing Line Loan, any L/C Obligation Obligations or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Revolving Loans, Swing Line Loans, L/C Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Revolving Loan, Swing Line Loan, L/C Obligations or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving the Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share Loan Percentage as provided for in this Credit Agreement, such Lender shall promptly notify Agent of such fact and purchase from the other Lenders a participation in the portion of the Loan held by such Loansother Lenders, in such amounts and with such other adjustments from time to time, time as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares Loan Percentages as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such the Loan or other obligation in the amount of such participation. Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.7 and shall in each case notify the Lenders following any such purchases. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender Lenders pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NO LENDER MAY EXERCISE ANY RIGHT OF SET-OFF, BANKER'S LIEN, COUNTERCLAIM OR OTHER RIGHT OR REMEDY WITH RESPECT TO ANY BORROWER, ANY GUARANTOR OR ANY PROPERTY WITHOUT AGENT'S CONSENT, WHICH CONSENT SHALL BE IN AGENT'S SOLE AND ABSOLUTE DISCRETION.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy Code) United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation Participation Interest in such Loans, LOC Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, participations in L/C Obligation Obligations or in Swing Line Loans or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, and if such Lender is a Lender, subparticipations in such amounts L/C Obligations and with Swing Line Loans and other obligations in such amounts, and make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Overnight Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.11 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.11 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan Credit Advance or L/C Obligation any other obligation owing to such Lender all of the Banks under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata ratable share as provided for in this of payments received by all of the Banks on account of the Revolving Credit AgreementAdvances and other obligations (or if no Revolving Credit Advances are outstanding, ratably according to the respective amounts of the Commitments), such Lender Bank shall promptly purchase from the other Lenders a participation Banks participations in such Loans, Revolving Credit Advances and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective such ratable shares as provided for in this Credit Agreementshares. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation participations theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower The Company agrees that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan Revolving Credit Advance or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Administrative Agent hereunder are insufficient to pay all such obligations or insufficient to pay all such obligations when due, the fees and other amounts owing to the Administrative Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Administrative Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Raterate at which borrowings are available to the payee in its overnight federal funds market. It is further understood and agreed among the Banks and the Administrative Agent that if the Administrative Agent or any Bank shall engage in any other transactions with the Company and shall have the benefit of any collateral or security therefor which does not expressly secure the obligations arising under this Agreement except by virtue of a so-called dragnet clause or comparable provision, the Administrative Agent or such Bank shall be entitled to apply any proceeds of such collateral or security first in respect of the obligations arising in connection with such other transaction before application to the obligations arising under this Agreement.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving the Loan or L/C other Borrower Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoan or Borrower Obligations, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored, together with its pro rata share of any interest required to be paid by the Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such the Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Effective Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Page 25 or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.11 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.11 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoans and other obligations, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.such

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement of the Obligations through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (includingunder any applicable bankruptcy, but not limited toinsolvency or other law, pursuant to the Bankruptcy Code) or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to ensure that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event, as aforesaid, shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation Obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 2.11 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 2.11 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan Advance or L/C Obligation any other obligation owing to such Lender the Banks under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata ratable share as provided for in this Credit Agreementof payments received by all of the Banks on account of the Advances and other obligations (or if no Advances are outstanding, ratably according to the respective amounts of the Commitments), such Lender Bank shall promptly purchase from the other Lenders a participation Banks participations in such Loans, Advances and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective such ratable shares as provided for in this Credit Agreementshares. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation participations theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower of the Company and the Guarantors agrees that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender Bank were a holder of such Loan Advance or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Agent hereunder are insufficient to pay all such obligations or insufficient to pay all such obligations when due, the fees and other amounts owing to the Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement. Except as otherwise expressly provided in this Credit Agreement, if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Raterate at which borrowings are available to the payee in its overnight federal funds market. It is further understood and agreed among the Banks and the Agent that if the Agent shall engage in any other transactions with the Company and shall have the benefit of any collateral or security therefor which does not expressly secure the obligations arising under this Agreement except by virtue of a so-called dragnet clause or comparable provision, the Agent shall be entitled to apply any proceeds of such collateral or security first in respect of the obligations arising in connection with such other transaction before application to the obligations arising under this Agreement.

Sharing of Payments. Each Lender agrees The Banks agree among themselves that, in the event that any Lender Bank shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender the Banks under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit AgreementPro Rata Share of payments received by all of the Banks on account of the Loans and other obligations, such Lender Bank shall promptly purchase from the other Lenders a Banks participation in such Loans, Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders of the Banks share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Banks further agrees agree among themselves that if a payment to a Lender (which is Bank obtained by such Lender Bank through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender Bank which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender Bank whose payment shall have been rescinded or otherwise restored. Each Borrower , The Company agrees that any Lender Bank so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, counterclaim with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. The Banks further agree among themselves that, in the event that amounts received by the Banks and the Agent hereunder are insufficient to pay all such obligations or insufficient to pay all such obligations when due, the fees and other amounts owing to the Agent in such capacity shall be paid therefrom before payment of obligations owing to the Banks under this Agreement. Except as otherwise expressly provided in this Credit Agreement, . if any Lender Bank or the Agent shall fail to remit to the Administrative Agent or any any,other Lender Bank an amount payable by such Lender Bank or the Agent to the Administrative Agent or such other Lender Bank pursuant to this Credit Agreement on the date when such amount is due, such payments payment shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Bank at a rate per annum equal to the Federal Funds Rate.rate at which borrowings are available to the payee in its overnight federal funds market. It is further understood and agreed among the Banks and the Agent that if the Agent shall engage in any other transactions with the Company and shall have the benefit of any collateral or security therefor which does not expressly secure the obligations arising under this Agreement except by virtue of a so-called dragnet clause or comparable provision, the Agent shall be entitled to apply any proceeds of such collateral or security first in respect of the obligations arising in connection with such other transaction before application to the obligations arising under this Agreement. -48- 57

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, LOC Obligations or L/C Obligation other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, LOC Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) otherwise as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Effective Rate.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s 's lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.or

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation Disbursement owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoans or L/C Disbursements, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored, together with its pro rata share of any interest required to be paid by the Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Loan, or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan or Loan, any Swing Line Loan, any L/C Obligation Obligations or any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Revolving Loans, Swing Line Loans, L/C Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Revolving Loan, Swing Line Loan, L/C Obligations or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Overnight Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim. Notwithstanding the foregoing, if there exists a Defaulting Lender, all amounts received by such Defaulting Lender shall be applied in accordance with Section 3.16.

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such the Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, unreimbursed drawing with respect to any LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.a

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, unreimbursed drawing with respect to any LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.such

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy Code) United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation Participation Interest in such Loans, Revolving Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower Participation Interest may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.exercise

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such LoansLoans and other obligations, in such amounts and with such other adjustments from time to time, as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.such

Sharing of Payments. Each Any Lender agrees thatobtaining a payment (whether voluntary or involuntary, in the event that any Lender shall obtain payment in respect of any Revolving Loan or L/C Obligation owing due to such Lender under this Credit Agreement through the exercise of a any right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Codeotherwise) on account of any of its Advances or Reimbursement Obligations in excess of its pro rata share as provided for in this Credit Agreement, Applicable Specified Percentage of all payments made by the Borrower with respect to such Lender Advances or Reimbursement Obligations shall promptly purchase from the each other Lenders a Lender such participation in such Loans, in such amounts and with Advances or Reimbursement Obligations made by such other adjustments from time to time, Lender as shall be equitable necessary to cause such purchasing Lender to share the excess payment pro rata according to their Applicable Specified Percentages with each other Lender which is not in order that all Lenders share default of its obligations hereunder with respect to such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender further agrees Advance or Reimbursement Obligations; provided, however, that if a all or any portion of such excess payment to a Lender (which is obtained by thereafter recovered from such Lender through purchasing Lender, the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) purchase shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such payment shallrecovery, by repurchase but without interest; and provided further, that after an Event of a participation theretofore soldDefault, return its share such payments will be shared pro rata among all Lenders based on the total amount of that benefit to each Lender whose payment shall have been rescinded all Advances or otherwise restoredReimbursement Obligations outstanding. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made from another Lender pursuant to such Borrower maythis Section, to the fullest extent permitted by law, may exercise all its rights of payment, payment (including the right of set-off, banker’s lien or counterclaim, ) with respect to such participation as fully as if such Lender were a holder the direct creditor of such Loan or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, except to the extent otherwise provided herein, in the event that any Lender shall obtain payment in respect of any Revolving Term Loan or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lienlien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or other similar Law or otherwise, or by any other means, in excess of its pro rata share Pro Rata Share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, Term Loans and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit AgreementPro Rata Shares. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restoredreturned, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restoredreturned. Each The Borrower agrees that (a) any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by lawLaw, exercise all rights of payment, including set-offsetoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Term Loan or other obligation in the amount of such participationparticipation and (b) the Borrower Obligations that have been satisfied by a payment that has been rescinded or otherwise returned shall be revived, reinstated and continued in full force and effect as if such payment had not occurred. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to or the Administrative Agent or to such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, thereon for each day date from the date such amount is due until the day date such amount is paid to the Administrative Agent or such other Lender, Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable Debtor Relief Law or other similar Law, any Lender receives a secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments. Each Lender agrees The Lenders agree among themselves that, in the event that any Lender shall obtain payment in respect of any Revolving Loan Loan, LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy Code) United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, in excess of its pro rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation Participation Interest in such Loans, LOC Obligations and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation Participation Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees The Borrowers agree that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.purchasing

Sharing of Payments. Each Lender agrees The Lenders agree among themselves ------------------- that, in except to the event that extent otherwise provided herein, if any Lender shall obtain payment in respect of any Revolving Loan Loan, unreimbursed drawing with respect to any LOC Obligations or L/C Obligation any other obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-offsetoff, banker’s lien's lien or counterclaim, counterclaim or otherwise (including, but not limited to, pursuant to a secured claim under Section 506 of the Bankruptcy Code) Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (including by way of payment from the Borrower), in excess of its pro pro-rata share of such payment as provided for in this Credit Agreement, such Lender shall promptly pay in cash or purchase from the other Lenders a participation in such Loans, LOC Obligations, and other obligations in such amounts amounts, and with make such other adjustments from time to time, as shall be equitable in order to the end that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender The Lenders further agrees agree among themselves that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-offsetoff, banker’s 's lien, counterclaim or otherwise) other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-offsetoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue be made together with interest thereon, for each day from thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Rate and thereafter at a per annum rate equal to the Base Rate until the day date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, at insolvency or other similar law, any Lender receives a rate per annum equal secured claim in lieu of a setoff to which this Section 3.13 applies, such ------------ Lender shall, to the Federal Funds Rate.extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 3.13 to share in the benefits of any recovery on such secured claim. ------------

Sharing of Payments. Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Revolving the Loan or L/C Obligation owing to such Lender under this Credit Agreement through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share Loan Percentage as provided for in this Credit AgreementAgreement from time to time, such Lender shall promptly notify the Agent of such fact and purchase from the other Lenders a participation in the portion of the Loan held by such LoansLenders, in such amounts and with such other adjustments from time to time, time as shall be equitable in order that all Lenders share such payment in accordance with their respective ratable shares Loan Percentages as provided for in this Credit Agreement. Each Lender further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, banker’s lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each The Borrower agrees that that, subject to the express terms hereof, any Lender so purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such the Loan or other obligation in the amount of such participation. Except as otherwise expressly provided The Agent shall keep records (which shall be conclusive and binding in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender to the Administrative Agent or such other Lender absence of manifest error) of participations purchased pursuant to this Credit Agreement on Section 2.7 and shall in each case notify the date when Lenders following any such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Ratepurchases.