Common use of Sharing of Set-Off Clause in Contracts

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off set‑off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided in or contemplated by Sections 2.14, 2.15 or 2.16), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 10.7, amounts owed to or recovered by the an L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the such L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender which is a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.6, amounts owed to or recovered by by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder. Each Borrower and Guarantor consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower and Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Borrower in the amount of such participation.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided in or contemplated by Sections 2.14, 2.15 or 10.11(d)), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, however that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer Issuing Bank in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Issuing Bank as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off set‑off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Subject to the terms of the Intercreditor Agreement (so long as any Term Loans are outstanding), the terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the terms of any Permitted Secured Indebtedness Intercreditor Agreement (so long as any Permitted Secured Indebtedness is outstanding), if any Lender agrees with each other Lender (and/or the Issuing Bank, which shall be deemed a party hereto that if such Lender shall receive and retain “Lender” for purposes of this Section 2.14(d)) shall, by exercising any payment, whether by set-off right of setoff or application of deposit balances counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the its Loans or Reimbursement other Obligations resulting in excess such Lender’s receiving payment of a proportion of the aggregate amount of its ratable Loans and accrued interest thereon or other Obligations greater than its pro rata share of payments on all such Obligations then outstanding to the Lendersthereof as provided herein, then the Lender receiving such Lender greater proportion shall (a) notify the Administrative Agent of such fact; and (b) purchase (for cash at face value, but without recourse, ratably from each ) participations in the Loans and such other obligations of the other Lenders such amount of the Loans or Reimbursement ObligationsLenders, or participations therein, held by each make such other Lenders (or interest therein) adjustments as shall be necessary to cause equitable, so that the benefit of all such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders payments shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered shared by the L/C Issuer Lenders ratably in connection accordance with Reimbursement Obligations in which Lenders have been required to fund the aggregate amount of principal of and accrued interest on their participation shall be treated as respective Loans and other amounts owed to or recovered by the L/C Issuer as a Lender hereunder.owing them, provided that:

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. (a) Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, payment (whether by set-set off or application of deposit balances or otherwise, but excluding (x) any payment obtained as consideration for the assignment of, or sale of a participation in, any of its Loans to any assignee or participant, or (y) any payment as otherwise expressly provided herein, including in Sections 1.16, 1.18, 1.19, 1.20, 13.10, 13.11 and 13.12) on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 13.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation Participating Interests shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender Bank hereunder. Without limiting the foregoing, each Bank acknowledges its obligations to share payments received from the Guarantors pursuant to the terms of the Intercreditor Agreement.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided in or contemplated by Sections 2.14, 2.15 or 10.11(d) or payments by the Borrower pursuant to and in accordance with the express terms of this Agreement), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, however that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest, and (ii) the provisions of this Section 13.8 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans, Term Loans or Swing Loans to any assignee or participant, other than to the Parent, any Borrower or any Affiliates thereof (as to which the provisions of this Section 13.8 shall apply). For purposes of this SectionSection 13.8, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set-off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereunder.total aggregate amount of the Loans then due and payable to all the Lenders. Section 12.8

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off set‑off or application of deposit balances or otherwiseotherwise (except pursuant to a valid assignment or participation pursuant to Section 10.10 or as provided in or contemplated by Sections 2.14, 2.15 or 10.11(d)), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, however that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-set off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the any L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the such L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-set off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender which is a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.7, amounts owed to or recovered by by, the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation Participating Interest shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement ObligationsLoans, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes interest and (ii) the provisions of this Section, amounts owed Section 13.7 shall not be construed to or recovered apply to (x) any payment made by the L/C Issuer Borrower pursuant to and in connection accordance with Reimbursement Obligations in which Lenders have been required the express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or pursuant to fund their participation shall be treated as amounts owed to Section 1.15) or recovered (y) any payment obtained by the L/C Issuer as a Lender hereunderas consideration for the assignment of a sale or participation in any of its Loans to any assignee or participant, other than to the Borrower or a Subsidiary thereof (as to which the provisions of this Section 13.7 shall apply).

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans Borrowing or Reimbursement Obligations in excess of its ratable share of payments on all Loans outstanding as part of such Obligations Borrowing or Reimbursement Obligation then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 11.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement ObligationsLoans, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes interest and (ii) the provisions of this Section, amounts owed Section 13.7 shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or recovered pursuant to Section 1.15) or (y) any payment obtained by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunderas consideration for the assignment of a sale or participation in any of its Loans to any assignee or participant, other than to the Borrower or a Subsidiary thereof (as to which the provisions of this Section 13.7 shall apply).

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set-off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereundertotal aggregate amount of the Loans then due and payable to all the Lenders.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Post-Petition Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-set off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.. Section 11.6

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 15.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by by, the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set-off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereunder.total aggregate amount of the Loans then due and payable to all the Lenders. 66

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-set off or application of deposit balances or otherwise, on any of the Revolving Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Revolving Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set-off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereunder.total aggregate

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement the participations in L/C Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement L/C Obligations, or participations or subparticipation, as applicable, therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations L/C Borrowings in which Revolving Lenders have been required to fund their participation made L/C Advances shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Committed Loans or Reimbursement Obligations in excess of its ratable share (in accordance with its Percentage) of payments on all such Committed Obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Committed Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 17.7, amounts owed to or recovered by the L/C Issuer by, an Issuing Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer such Issuing Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank which is a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 13.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Section 12.7. Sharing of Set‑Off" \l 2 Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off set‑off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Revolving Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price promptly restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("SET-OFF"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 11.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank which is a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("SET-OFF"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.7, amounts owed to or recovered by by, the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off set‑off or application of deposit balances or otherwiseotherwise (“Set‑off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set‑off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereundertotal aggregate amount of the Loans then due and payable to all the Lenders.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-–off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender hereunder.

Sharing of Set-Off. Section 12.7.Sharing of Set-Off" \l 2 Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer Issuing Bank in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Issuing Bank as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this Section, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement ObligationsLoans, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes interest and (ii) the provisions of this Section, amounts owed Section 13.7 shall not be construed to apply to (x) any payment made by anythe Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or recovered pursuant to Section 1.15) or (y) any payment obtained by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunderas consideration for the assignment of a sale or participation in any of its Loans to any assignee or participant, other than to the Borrower or a Subsidiary thereof (as to which the provisions of this Section 13.7 shall apply).

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set- off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by by, the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set- off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by by, the L/C Issuer Administrative Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Administrative Agent as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender which is a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 14.7, amounts owed to or recovered by by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set- off"), on any of the Loans, Swingline Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans, Swingline Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; providedPROVIDED, howeverHOWEVER, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by by, the L/C Issuer in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender Bank hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application -77- of deposit balances or otherwiseotherwise (“Set-off”), on any of the Loans or Reimbursement Obligations outstanding under this Agreement in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, Obligations held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes Each Lender’s ratable share of this Section, amounts owed to or recovered any such Set-off shall be determined by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required proportion that the aggregate amount of Loans then due and payable to fund their participation shall be treated as amounts owed such Lender bears to or recovered by the L/C Issuer as a Lender hereundertotal aggregate amount of the Loans then due and payable to all the Lenders.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-set off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by the L/C Issuer in connection with Reimbursement Obligations in which Lenders have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender hereunder.

Sharing of Set-Off. Each Lender agrees with each other Lender a party hereto that if such Lender shall receive and retain any payment, whether by set-off or application of deposit balances or otherwise, on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations then outstanding to the Lenders, then such Lender shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders such amount of the Loans or Reimbursement ObligationsLoans, or participations therein, held by each such other Lenders Lender (or interest therein) as shall be necessary to cause such Lender to share such excess payment ratably with all the other Lenders; provided, however, that (i) if any such purchase is made by any Lender, and if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes interest and (ii) the provisions of this Section, amounts owed Section 13.7 shall not be construed to or recovered apply to (x) any payment made by the L/C Issuer Borrower pursuant to and in connection accordance with Reimbursement Obligations in which Lenders have been required the express terms of this Agreement (including the application of funds from the existence of a Defaulting Lender or pursuant to fund their participation shall be treated as amounts owed to Section 1.15) or recovered (y) any payment obtained by the L/C Issuer as a Lender hereunderas consideration for the assignment of a sale or participation in any of its Loans to any assignee or participant, other than to the Borrower or a Subsidiary thereof (as to which the provisions of this Section 13.7 shall apply).

Sharing of Set-Off. Each Lender Bank agrees with each other Lender Bank a party hereto that if such Lender Bank shall receive and retain any payment, whether by set-off or application of deposit balances or otherwiseotherwise ("Set-off"), on any of the Loans or Reimbursement Obligations in excess of its ratable share of payments on all such Obligations obligations then outstanding to the LendersBanks, then such Lender Bank shall purchase for cash at face value, but without recourse, ratably from each of the other Lenders Banks such amount of the Loans or Reimbursement Obligations, or participations therein, held by each such other Lenders Banks (or interest therein) as shall be necessary to cause such Lender Bank to share such excess payment ratably with all the other LendersBanks; provided, however, that if any such purchase is made by any LenderBank, and if such excess payment or part thereof is thereafter recovered from such purchasing LenderBank, the related purchases from the other Lenders Banks shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. For purposes of this SectionSection 12.7, amounts owed to or recovered by by, the L/C Issuer Agent in connection with Reimbursement Obligations in which Lenders Banks have been required to fund their participation shall be treated as amounts owed to or recovered by the L/C Issuer Agent as a Lender Bank hereunder.