Common use of Sharing Clause in Contracts

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit) through the exercise of any right of set-off pursuant to section 10.3 off, banker’s lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid or payable reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit or Swingline Loan) through the exercise of any right of set-off pursuant to section 10.3 off, banker’s lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit or Swingline Loans) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid reimbursements of Letters of Credit or payable Swingline Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. IfIf any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (ai) if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with an amount equal the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Borrower or any Subsidiary thereof (as to which the amount such provisions of this paragraph shall apply). Each Loan Party (other Lender’s required repayment bears than VPDI) consents to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against each such Loan Party rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower each such Loan Party in the amount of such participation.

Sharing. If: (a) If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment (whether voluntary, involuntary, of any other amount under this Agreement or any Note held by it or any other Financing Document through the exercise of any right of set-off off, banker's lien or counterclaim or similar right or otherwise (other than: (i) from the Administrative Agent as provided herein; or (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to section 10.3 Section 11.06 or at law or equity, or otherwise) on account any replacement of any Accommodation made Lender pursuant to Article V) and, as a result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such payments, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other than Increased Costs paid amounts, respectively, owing to itsuch other Lenders (or in interest due thereon, as the case may be) in excess of its rateable such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share of payments on account the benefit of such Accommodationexcess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; or (b) (without regard to outstanding Increased Costs) any Lender shall provided that if at the time of acceleration such payment, the outstanding principal amount of the Obligations have outstanding Obligations which are less than its rateable share Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of all outstanding Obligations; a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such Lender purchases of participations and/or direct interests shall forthwith purchase from the other Lenders be made in such participations manner as will result, as nearly as is practicable, in the Accommodations made outstanding principal amount of the Loans being held by such other the Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (pro rata according to the proportion that amounts of such Commitments. To such end all the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable Lenders shall make appropriate adjustments among themselves (by the purchasing Lender in respect resale of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-offparticipations sold or otherwise) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationpayment is rescinded or must otherwise be restored.

Sharing. If: (a) So long as no Event of Default shall have occurred and be continuing, with respect to any Facility, each Lender shall obtain any payment (whether voluntary, involuntaryparticipating therein agrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of Title 11 of the United States Code or at 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 equityotherwise (except pursuant to Section 2.21 or Section 9.04), or otherwiseby any other enforcement means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposures then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposures outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the proportion foregoing arrangements and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation. After the occurrence, and during the continuance, of an Event of Default, any such payment shall be applied in a manner consistent with Section 7.02, mutatis mutandis.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of the Bankruptcy Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share than to any Borrower or any of its Restricted Subsidiaries (according as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the proportion foregoing arrangements and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of the Bankruptcy Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share than to any Borrower or any of its Restricted Subsidiaries (according as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the proportion foregoing arrangements and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such Lender were ▇▇▇▇▇▇ had made a direct creditor of Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of Title 11 of the United States Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations Loans of any other Lender, it shall be deemed simultaneously to have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase purchased from the other Lenders such participations in the Accommodations made by such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Borrower or any of its Affiliates (as to which the amount such other Lender’s required repayment bears provisions of this Section 2.17 shall apply). The Borrower expressly consents to the total amount so recovered from the purchasing Lender) of foregoing arrangements and agrees that any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation.

Sharing. If31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal Proceedings), if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with relevant Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) such Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender such Obligor in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, upon request of the relevant Agent, pay to such Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against the Borrower, or pursuant to section 10.3 a secured claim under Section 506 of Title 11 of the United States Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Borrower or any of its Affiliates (as to which the amount such other Lender’s required repayment bears provisions of this Section 2.17 shall apply). The Borrower expressly consents to the total amount so recovered from the purchasing Lender) of foregoing arrangements and agrees that any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower in the amount of such participation.

Sharing. If: (a) If any Foreign Issuing Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off pursuant to section 10.3 or at law or equity, counterclaim or otherwise) on account , obtain payment in respect of any Accommodation made by it (other than Increased Costs paid to it) Foreign Credit Disbursement resulting in excess such Lender receiving payment of a greater proportion of the aggregate amount of its rateable share Foreign Credit Disbursements than the proportion received by any other Foreign Issuing Lender in respect of payments on account of its Foreign Credit Disbursement, then the Lender receiving such Accommodation; or greater proportion shall purchase (bfor cash at face value) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by Foreign Credit Disbursements of other Foreign Issuing Lenders to the extent necessary so that the benefit of all such other Lenders as payments shall be necessary to cause shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit Disbursements; provided that (i) if any such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Parent Borrower or any Subsidiary or Affiliate thereof (as to which the amount such other Lender’s required repayment bears provisions of this paragraph shall apply). Each Borrower consents to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against such Borrower rights of payment (including the right of set-off) off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the such Borrower in the amount of such participation.

Sharing. IfIf any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans or accrued interest thereon, Swingline Exposure or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Revolving Loans, Swingline Exposure and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Swingline Exposure and other amounts owing them, provided that: (ai) if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with an amount equal to such other Lender’s rateable share (according the express terms of this Credit Agreement, including any payment of principal of or interest on the Swingline Loans to the proportion that Swingline Lender, or (y) any payment obtained by a Lender as consideration for the amount such assignment of or sale of a participation in any of its Loans to any assignee or participant, other Lender’s required repayment bears than to a Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against each Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the each Borrower in the amount of such participation.

Sharing. If20.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 20.3 (Recoveries Through Legal Proceedings), if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Facility Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) the Facility Agent shall treat the amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and shall pay the same to the total persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 18.3 (Payments by the Facility Agent) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 20.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered from by a Recovering Bank in respect of any amount owing to it by any of the purchasing LenderObligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 20.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum together with such amount (if any) as is necessary to reimburse the Recovering Bank the appropriate proportion of any interest or other it shall have been obliged to pay when repaying such relevant sum to the relevant Obligor as aforesaid; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid or payable out by it pursuant to paragraph (a) above, the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) Purchasers hereby agree among themselves that, if any Lender shall obtain any of them shall, whether by voluntary payment (whether voluntary, involuntaryother than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of set-off pursuant to section 10.3 or at law banker’s lien, by counterclaim or equitycross action or by the enforcement of any right under the Note Documents or otherwise, or otherwiseas adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) on account that is greater than the proportion received by any other Purchaser in respect of any Accommodation made by it the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) notify each other than Increased Costs paid to it) in excess Purchaser of its rateable share of payments on account the receipt of such Accommodation; or payment and (b) apply a portion of such payment to purchase participations (without regard which it shall be deemed to outstanding Increased Costshave purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) any Lender shall at in the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from Aggregate Amounts Due to the other Lenders Purchasers so that all such participations in the Accommodations made by such other Lenders as recoveries of Aggregate Amounts Due shall be necessary shared by all ​ Purchasers in proportion to cause such purchasing Lender the Aggregate Amounts Due to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2)them; provided, if all or any portion part of such excess proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such purchasing LenderPurchaser upon the bankruptcy or reorganization of Company or otherwise, such purchase from each other Lender those purchases shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according recovery, but without interest. Company expressly consents to the proportion foregoing arrangement and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) any holder of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, so purchased may exercise any and all its rights of payment (including the right of banker’s lien, consolidation, set-off) off or counterclaim with respect to such participation any and all monies owing by Company to that holder with respect thereto as fully as if such Lender that holder were a direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Note Party pursuant to and in accordance with the express terms of any Note Document or (b) any payment obtained by any Purchaser as consideration for the transfer in any of its Notes or other Obligations owed to it.

Sharing. 21.1 Redistribution of Payments If, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by the Borrower for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through inform the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account Facility Agent of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment receipt or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded recovery and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Facility Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from the Borrower to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) the Facility Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Borrower in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 19.3 (Payments by the Facility Agent) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 21.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by the Borrower under the Facility Agreement becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 21.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from the Borrower to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. IfIf any Tranche Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its respective Tranche A Loans or Tranche B Loans or other obligations hereunder resulting in such Tranche Lender receiving payment of a proportion of the aggregate amount of its Tranche A Loans or Tranche B Loans and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Tranche Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in such Tranche A Loans or Tranche B Loans, as applicable, and such other obligations of the other Tranche Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Tranche Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Tranche A Loans or Tranche B Loans and other amounts owing them, provided that: (ai) if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with an amount equal the express terms of this Credit Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Borrower or any subsidiary thereof (as to which the amount such other Lender’s required repayment bears provisions of this paragraph shall apply). The Borrower consents to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. 25.1 Redistribution of Payments If, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through inform the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account Agent of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment receipt or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded recovery and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) the Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender such Obligor in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto. 25.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 25.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or ------- interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit) through the exercise of any right of set-off pursuant to section 10.3 off, banker's lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid or payable reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntaryEach DIP Creditor agrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against the Company or any other Credit Party, or pursuant to section 10.3 a secured claim under Section 506 of the Bankruptcy Code or at other security or interest arising from, or in lieu of, such secured claim, received by such DIP Creditor under any applicable bankruptcy, insolvency or other similar law or equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or Note as a result of which the unpaid principal portion of its rateable share Loans or Notes shall be proportionately less than the unpaid principal portion of payments on account the Loans or Notes of any other DIP Creditor, it shall be deemed simultaneously to have purchased from such other DIP Creditor at face value, and shall promptly pay to such other DIP Creditor the purchase price for, a participation in the Loans or Notes of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at other DIP Creditor, so that the time of acceleration aggregate unpaid principal amount of the Obligations have outstanding Obligations which are less than its rateable share Loans or Notes and participations in Loans or Notes held by each DIP Creditor shall be in the same proportion to the aggregate unpaid principal amount of all Loans or Notes then outstanding Obligationsas the principal amount of its Loans or Notes prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans or Notes outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; then provided that (i) if any such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as or purchases or adjustments shall be necessary made pursuant to cause such purchasing Lender to share this Section 2.18 and the excess payment or giving rise thereto shall thereafter be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender or purchases or adjustments shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Company pursuant to and in accordance with an amount equal to such other Lender’s rateable share the express terms of this Agreement or any payment obtained by a DIP Creditor as consideration for the assignment of or sale of a participation in any of its Term Loans or Notes (according to the proportion that the amount such extent permitted) to any assignee or participant, other Lender’s required repayment bears than to the total amount so recovered from Company or any of its Restricted Subsidiaries (as to which the purchasing Lender) provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04 and/or Section 10.02. The Company expressly consents to the foregoing arrangements and agrees that any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing DIP Creditor holding a participation from another Lender pursuant in a Loan deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Company to such participation DIP Creditor by reason thereof as fully as if such Lender were DIP Creditor had made a direct creditor of Loan directly to the Borrower Company in the amount of such participation.

Sharing. 20.1 Redistribution of Payments If: , at any time, the proportion which any Bank (aa "Recovering Bank") any Lender shall obtain any payment has received or recovered (whether voluntaryby payment, involuntary, through the exercise of any a right of set-off pursuant to section 10.3 or at law or equity, combination of accounts or otherwise) on account in respect of its portion of any Accommodation payment (a "relevant payment") to be made under this Agreement by it (other than Increased Costs paid to it) in excess of its rateable share of payments on the Borrower for account of such Accommodation; or Recovering Bank and one or more other Banks is greater (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such receipt or recovery giving rise to such excess payment is thereafter proportion being herein called an "excess amount") than the proportion thereof so received or recovered from by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (i) such purchasing Lender, Recovering Bank shall inform the Agent of such purchase from each other Lender shall be rescinded receipt or recovery and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Agent an amount equal to such other Lender’s rateable share excess amount; (according ii) there shall thereupon fall due from the Borrower to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (i) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (iii) the Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (i) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender Borrower in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (i)(a) of Clause 18.3 (Payments by the Agent) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 20.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by the Borrower becomes repayable and is repaid by such Recovering Bank, then: (i) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 20.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (ii) there shall thereupon fall due from the Borrower to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (i) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) If any Lender shall obtain payment in respect of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit) through the exercise of any right of set-off pursuant to section 10.3 off, banker’s lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received payment of a greater proportion of the principal or interest (or reimbursement) then due hereunder by the Borrower to all Lenders, then it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid or payable reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of the Bankruptcy Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share than to any Borrower or any of its Restricted Subsidiaries (according as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the proportion foregoing arrangements and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such Lender were Le▇▇▇▇ ▇ad made a direct creditor of Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit) through the exercise of any right of set-off pursuant to section 10.3 off, banker's lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders of the same Class, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) either (A) if such action is because such Lender was a Term Lender and Term Lenders, as a Class, were not entitled to a distribution under Section 4.08, disgorge such payment to the Administrative Agent for application in the manner set forth in Section 4.08 or (B) purchase from the such other Lenders of the same Class as such Lender participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid or payable reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit or Swingline Loan) through the exercise of any right of set-off pursuant to section 10.3 off, banker’s lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit or Swingline Loans) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the 50 Lenders (or other amount paid reimbursements of Letters of Credit or payable Swingline Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) If any Lender shall obtain payment of any payment principal of or interest on any Loan made by it to the Borrower under this Agreement (whether voluntary, involuntary, or reimbursement as to any Letter of Credit) through the exercise of any right of set-off pursuant to section 10.3 off, banker's lien or at law counterclaim or equity, similar right or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account , and, as a result of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then payment, such Lender shall forthwith have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from the such other Lenders such participations in (or, if and to the Accommodations extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be necessary equitable, to cause such purchasing Lender to the end that all the Lenders shall share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion benefit of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or other amount paid or payable reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the purchasing resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Obligors agree that any Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may(or direct interest) in the Loans made by other Lenders (or in interest due thereon, to as the fullest extent permitted by Law, case may be) may exercise all its rights of payment (including the right of set-off) , banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct creditor holder of the Borrower Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Obligors. 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 4.05 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.05 to share the benefits of any recovery on such secured claim.

Sharing. If: (a) If any Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off pursuant to section 10.3 setoff or at law or equity, counterclaim or otherwise, obtain payment in respect of (1) on account of any Accommodation made by it (other than Increased Costs paid Secured Obligations due and payable to it) such Lender under the Financing Documents at such time in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable ratable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lenderof (A) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participationSecured Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time) of payments on account of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time obtained by all the Lenders at such time or (2) Secured Obligations owing (but not due and payable) to such Lender under the Financing Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Secured Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time) of payment on account of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Secured Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this subsection shall apply).

Sharing. If: (a) If any Revolving Lender shall obtain any payment (whether voluntaryshall, involuntary, through the exercise of by exercising any right of set-off pursuant to section 10.3 setoff or at law or equity, counterclaim or otherwise) on account , obtain payment in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess principal of or interest on any of its rateable Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of a proportion of the aggregate amount of its Revolving Loans and accrued interest thereon or other such obligations greater than its pro rata share of payments on account thereof as provided herein, then the Revolving Lender receiving such greater proportion shall (i) notify the Administrative Agent of such Accommodation; or fact, and (bii) purchase (without regard to outstanding Increased Costsfor cash at face value) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by Revolving Loans and such other Lenders obligations of the other Revolving Lenders, or make such other adjustments as shall be necessary to cause equitable, so that the benefit of all such purchasing Lender to share payments shall be shared by the excess payment or be owed Revolving Lenders ratably in accordance with the outstanding Obligations rateably with aggregate amount of principal of and accrued interest on their respective Revolving Loans and other amounts owing them, provided that: i. if any such other Lenders. In the case of paragraph (a) of this section 12.1(2), if participations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest; and ii. the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with an amount equal the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Revolving Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations in LC Disbursements or Swingline Loans to such any assignee or participant, other Lender’s rateable share (according than to the proportion that Borrower or any Subsidiary thereof (as to which the amount such other Lender’s required repayment bears provisions of this paragraph shall apply). Each Loan Party consents to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Revolving Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against each such Loan Party rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Revolving Lender were a direct creditor of the Borrower each such Loan Party in the amount of such participation.

Sharing. If22.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 22.3 (RECOVERIES THROUGH LEGAL PROCEEDINGS), if at any time, the proportion which any Bank (a "RECOVERING BANK") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "RELEVANT PAYMENT") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "EXCESS AMOUNT") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through inform the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account Agent of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment receipt or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded recovery and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) the Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender such Obligor in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) PRO RATA to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 20.3 (PAYMENTS BY THE AGENT) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 22.2 REPAYABLE RECOVERIES If any sum (a "RELEVANT SUM") received or recovered by a Recovering Bank in respect of any amount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (i) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 22.1 (REDISTRIBUTION OF PAYMENTS) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (ii) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) Subject to the provisions of Section 2.11(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equityoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of any Accommodation made by it (other than Increased Costs paid Obligations due and payable to it) such Lender under the Loan Documents at such time in excess of its rateable ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all applicable Lenders under the Loan Documents at such time) of payments on account of the Obligations due and payable to all such Accommodation; or applicable Lenders under the Loan Documents at such time obtained by all such applicable Lenders at such time or (b) on account of Obligations owing (without regard but not due and payable) to outstanding Increased Costssuch Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) any the amount of such Obligations owing to such Lender shall at such time to (ii) the time of acceleration aggregate amount of the Obligations have outstanding owing (but not due and payable) to all such applicable Lenders hereunder at such time) of payments on account of the Obligations which are less than its rateable share owing (but not due and payable) to all such applicable Lenders under the Loan Documents at such time obtained by all of all outstanding Obligations; then such applicable Lenders at such time, such Lender shall forthwith purchase from the such other applicable Lenders such participations interests or participating interests in the Accommodations made by such other Lenders Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably ratably with such other Lenders. In the case each of paragraph (a) of this section 12.1(2)them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all applicable Lenders) of such recovery together with an amount equal to such other Lender’s rateable ratable share (according to the proportion that of (i) the amount of such other Lender’s required repayment bears to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any The Borrower agrees that any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.46 257316902

Sharing. If31.1 Redistribution of Payments Subject to Clause 31.3 (Recoveries Through Legal Proceedings), if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with relevant Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) such Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender such Obligor in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, upon request of the relevant Agent, pay to such Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: (a) If any Lender shall obtain Purchaser or Noteholder obtains payment in respect of any payment (whether voluntary, involuntary, Note or fees or other amount owing to it under this Note Purchase Agreement or any other Note Document through the exercise of any a right of set-off pursuant to section 10.3 off, banker’s lien or at law or equitycounterclaim, or otherwise) on account of by any Accommodation made by it (other than Increased Costs paid to it) means, in excess of its rateable pro rata share of the payments on account at the time owing to all the Purchasers or Noteholders, as applicable, such Purchaser or Noteholder shall promptly, by way of assignment or participation, purchase from the other Purchasers or Noteholders, as applicable, an interest (an “Interest”) in the commitment to purchase Notes hereunder of such Accommodation; orPurchaser, or in the Notes of such Noteholder, in such amounts, and shall make such other adjustments from time to time, as shall be equitable so that all the Purchasers and Noteholders share such payment in accordance with their respective ratable shares as provided for in this Note Purchase Agreement. If payment to a Purchaser or Noteholder obtained by it through the exercise of a right of setoff, banker’s lien, counterclaim or other event as described above is rescinded or must otherwise be restored, each Purchaser and Noteholder that has shared the benefit of such payment shall, by repurchase of the Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Purchaser and Noteholder whose payment has been rescinded or otherwise restored. All purchases and repurchases of Interests contemplated in this provision shall be communicated by the relevant Purchasers and Noteholders by notice to the Agent and the Note Issuer but no such purchase or repurchase shall require the prior notice or consent of the Note Issuer, notwithstanding anything to the contrary elsewhere in this Note Purchase Agreement. Unless and until notified to the contrary, each of the Notes Issuer, the Seller and the Servicers shall be entitled to rely on the assumption that the Agent represents all Purchasers and Noteholders. (b) (without regard to outstanding Increased Costs) The Note Issuer agrees that any Lender shall at the time Purchaser or Noteholder so purchasing such an Interest by way of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Lawlaw, exercise all its rights of payment (payment, including the right of set-off) setoff, banker’s lien or counterclaim, with respect to such participation Interest as fully as if such Lender Purchaser or Noteholder were a direct creditor holder of the Borrower relevant Notes or portion of selling Purchaser’s right to receive fees relating to its Commitment Percentage. Except as otherwise expressly provided in this Note Purchase Agreement, if any Purchaser or Noteholder shall fail to remit to any other Purchaser or Noteholder an amount payable by such Purchaser or Noteholder as described in Section 12.15(a) on the date when such amount is due, such payments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to such other Purchaser or Noteholder, at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law, any Purchaser or Noteholder receives a secured claim in lieu of a setoff to which Section 12.15(a) applies, such Purchaser or Noteholder shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Purchasers and Noteholders under this Section 12.15 to share in the amount benefits of any recovery on such participationsecured claim.

Sharing. If22.1 Redistribution of Payments Subject to Clause 22.3 (Recoveries Through Legal Proceedings), if at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of set-off or combination of accounts or otherwise) in respect of its portion of any payment (a "relevant payment") to be made under this Agreement by either of the Obligors for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) any Lender such Recovering Bank shall obtain any payment (whether voluntary, involuntary, through inform the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account Agent of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment receipt or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded recovery and each Lender shall repay pay to the purchasing Lender the purchase price to the extent of such recovery together with Agent an amount equal to such other Lender’s rateable share excess amount; (according b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the proportion that amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of such other Lender’s required repayment bears Recovering Bank's portion of such relevant payment; and (c) the Agent shall treat the amount received by it from such Recovering Bank pursuant to the total paragraph (a) above as if such amount so recovered had been received by it from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender such Obligor in respect of such relevant payment and shall pay the total same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto. 22.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by either of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 22.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 maydue being, to for the fullest extent permitted by Lawpurposes hereof, exercise all its rights of payment (including treated as if it were the right of set-off) with respect sum payable to such participation as fully as if Bank against which such Lender were a direct creditor of the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. If: If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in disbursements under Letters of Credit and Swingline Loans; provided that (a) if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an amount equal Eligible Assignee (as such term is defined from time to such other Lender’s rateable share (according time). The Borrower consents to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) Purchasers hereby agree among themselves that, if any Lender shall obtain any of them shall, whether by voluntary payment (whether voluntary, involuntaryother than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of set-off pursuant to section 10.3 or at law banker’s lien, by counterclaim or equitycross action or by the enforcement of any right under the Note Documents or otherwise, or otherwiseas adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) on account that is greater than the proportion received by any other Purchaser in respect of any Accommodation made by it the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) notify each other than Increased Costs paid to it) in excess Purchaser of its rateable share of payments on account the receipt of such Accommodation; or payment and (b) apply a portion of such payment to purchase participations (without regard which it shall be deemed to outstanding Increased Costshave purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) any Lender shall at in the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from Aggregate Amounts Due to the other Lenders Purchasers so that all such participations in the Accommodations made by such other Lenders as recoveries of Aggregate Amounts Due shall be necessary shared by all Purchasers in proportion to cause such purchasing Lender the Aggregate Amounts Due to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2)them; provided, if all or any portion part of such excess proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such purchasing LenderPurchaser upon the bankruptcy or reorganization of Company or otherwise, such purchase from each other Lender those purchases shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according recovery, but without interest. Company expressly consents to the proportion foregoing arrangement and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) any holder of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, so purchased may exercise any and all its rights of payment (including the right of banker’s lien, consolidation, set-off) off or counterclaim with respect to such participation any and all monies owing by Company to that holder with respect thereto as fully as if such Lender that holder were a direct creditor of the Borrower in owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Note Party pursuant to and in accordance with the express terms of any Note Document or (b) any payment obtained by any Purchaser as consideration for the transfer in any of its Notes or other Obligations owed to it.

Sharing. If: (a) Each of the Banks agree among themselves that with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any Lender shall obtain fees or any payment other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks in proportion to their respective Percentage, whether received by voluntary payment, by the exercise of the right of set off or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (whether voluntary, involuntaryb) If any Bank shall, through the exercise of any right of set-off pursuant counterclaim, set off, banker's lien or otherwise, receive payment or reduction of a proportion of the aggregate amount of the Loans or Reimbursement Obligations or interest thereon due to section 10.3 or at law or equitysuch Bank, or otherwise) on account any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Bank or Banks in respect to the aggregate amount of any Accommodation made by Loan or Reimbursement Obligation and interest thereon due such Bank, or with respect to any other amount payable hereunder, that Bank receiving such proportionately greater payment shall notify the other Banks and the Agent of such receipt and purchase participations (which it (other than Increased Costs paid shall be deemed to ithave done simultaneously upon the receipt of such excess payment) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Loans and Reimbursement Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from held by the other Lenders Bank or Banks so that all such participations in recoveries of principal and interest with respect to the Accommodations made by such other Lenders as Loans and Reimbursement Obligations shall be necessary proportionate to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), each Bank's respective Percentage; provided that if all or any portion part of such excess proportionately greater payment received by such purchasing Bank is thereafter recovered from such purchasing LenderBank, such purchase from each other Lender those purchases shall be rescinded and each Lender the purchase prices paid for such participations shall repay be returned to the purchasing Lender the purchase price Bank to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) recovery, but without interest. Each participant of any interest or other amount paid or payable by Bank shall have the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its same rights of payment (including set off against the right of set-off) Company set forth in Section 10.9 as if it were a Bank and agrees that, with respect to any setoff made by such participation as fully participant, the provisions of this Section 10.10 shall similarly apply as if such Lender it were a direct creditor of Bank. (c) The Company expressly consents to the Borrower arrangement described in the amount of such participationthis Section 10.10.

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section Section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section Section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section Section 12.1 may, to the fullest extent permitted by Applicable Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s 's rateable share (according to the proportion that the amount such other Lender’s 's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) any Lender shall obtain receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 12.3 or at law or equity, or otherwise) on account of the Obligations owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction; (b) after acceleration of the Obligations, any Lender shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any Accommodation made by right of set-off pursuant to section 12.3 or at law or equity, or otherwise) of a proportion of the Obligations owed to it (other than Increased Costs paid to it) in excess of its rateable share the proportion received by any other Lender (with all determinations of payments proportions being made on account the basis of such AccommodationObligations expressed as the Equivalent Amount of US Dollars); or (bc) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share Rateable Portion of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, or be owed the such outstanding Obligations Obligations, rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2)above, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s rateable share (according to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 14.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans; provided that (a) if any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from such purchasing Lenderrecovered, such purchase from each other Lender participations shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price restored to the extent of such recovery together recovery, without interest, and (b) the provisions of this Section 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any Person that is an amount equal Eligible Assignee (as such term is defined from time to such other Lender’s rateable share (according time). The Borrower consents to the proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 mayforegoing and agrees, to the fullest extent permitted by Lawit may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise all its against the Borrower rights of payment (including the right of set-off) setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section Section 10.3 or at law or equity, or otherwise) on account of any Accommodation Advance made by it (other than Increased Costs paid to it) in excess of its rateable share of payments Rateable Portion on account of such AccommodationAdvance; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding ObligationsRateable Portion; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably in accordance with its Rateable Portion with such other Lenders. In the case of paragraph (a) of this section Section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s 's rateable share (according to the proportion that the amount such other Lender’s 's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section Section 12.1 may, to the fullest extent permitted by Requirements of Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing. If: (a) Subject to the provisions of Section 2.11(f), if any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 or at law or equityoff, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of any Accommodation made by it (other than Increased Costs paid Obligations due and payable to it) such Lender under the Loan Documents at such time in excess of its rateable ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all applicable Lenders under the Loan Documents at such time) of payments on account of the Obligations due and payable to all such Accommodation; or applicable Lenders under the Loan Documents at such time obtained by all such applicable Lenders at such time or (b) on account of Obligations owing (without regard but not due and payable) to outstanding Increased Costssuch Lender under the Loan Documents at such time in excess of its ratable share (according to the proportion of (i) any the amount of such Obligations owing to such Lender shall at such time to (ii) the time of acceleration aggregate amount of the Obligations have outstanding owing (but not due and payable) to all such applicable Lenders hereunder at such time) of payments on account of the Obligations which are less than its rateable share owing (but not due and payable) to all such applicable Lenders under the Loan Documents at such time obtained by all of all outstanding Obligations; then such applicable Lenders at such time, such Lender shall forthwith purchase from the such other applicable Lenders such participations interests or participating interests in the Accommodations made by such other Lenders Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably ratably with such other Lenders. In the case each of paragraph (a) of this section 12.1(2)them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price to the extent of such Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Lender to (ii) the aggregate purchase price paid to all applicable Lenders) of such recovery together with an amount equal to such other Lender’s rateable ratable share (according to the proportion that of (i) the amount of such other Lender’s required repayment bears to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any The Borrower agrees that any Lender so purchasing a participation an interest or participating interest from another Lender pursuant to this section 12.1 Section 2.13(a) may, to the fullest extent permitted by Lawlaw, exercise all its rights of payment (including the right of set-off) with respect to such participation interest or participating interest, as the case may be, as fully as if such Lender were a the direct creditor of the Borrower in the amount of such participationinterest or participating interest, as the case may be.

Sharing. If: (a) any Each Lender shall obtain any payment (whether voluntary, involuntaryagrees that if it shall, through the exercise of any a right of set-off banker’s lien, setoff or counterclaim against theany Borrower or any other Loan Party, or pursuant to section 10.3 a secured claim under Section 506 of the Bankruptcy Code or at 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 equityotherwise, or otherwiseby any other means, obtain payment (voluntary or involuntary) on account in respect of any Accommodation made by it (other than Increased Costs paid to it) in excess Loan or L/C Disbursement as a result of which the unpaid principal portion of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender Loans and participations in L/C Disbursements shall at be proportionately less than the time of acceleration unpaid principal portion of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such Loans and participations in the Accommodations made by L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lenders as Lender at face value, and shall be necessary promptly pay to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(2), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery together and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the BorrowerBorrowers pursuant to and in accordance with an amount equal the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to such any assignee or participant, other Lender’s rateable share than to theany Borrower or any of its Restricted Subsidiaries (according as to which the provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. TheEach Borrower expressly consents to the proportion foregoing arrangements and agrees that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing holding a participation from another Lender pursuant in a Loan or L/C Disbursement deemed to this section 12.1 may, to the fullest extent permitted by Law, have been so purchased may exercise any and all its rights of payment (including the right of set-off) banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the BorrowerBorrowers to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of Loan directly to the Borrower BorrowerBorrowers in the amount of such participation.

Sharing. If: (a) any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 10.3 12.3 or at law or equity, or otherwise) on account of any Accommodation made by it (other than Increased Costs paid to it) in excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 12.1(214.1(1), if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such other Lender’s 's rateable share (according to the proportion that the amount such other Lender’s 's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this section 12.1 14.1 may, to the fullest extent permitted by Law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.