Common use of Sharing Clause in Contracts

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment 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, 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 11.06 or any replacement of any 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it Letter of Credit or any other Financing Document Swingline Loan) through the exercise of any right of set-off, banker's ’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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit or Swingline Loans), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal Proceedings), if, at any Lender shall obtain from time, the Borrower payment of proportion which any principal of Bank (a "Recovering Bank") has received or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held recovered (whether by it or any other Financing Document through payment, the exercise of any a right of set-off, banker's lien off or counterclaim combination of accounts or similar right or otherwise (other than: (i) from the Administrative Agent as provided herein; or (iiotherwise) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of its portion of any other Financing Document payment (a "relevant payment") to which less than all be made under this Agreement by any of the Lenders are entitled under Obligors for account of such Recovering Bank and one or more other Banks is greater (the terms hereof 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, as then: (a) such Recovering Bank shall pay to the case may be; or relevant Agent an amount equal to such excess amount; (iiib) in connection with any assignment or participation there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to Section 11.06 or any replacement paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of any Lender such 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 Article Vparagraph (a) and, above as a result if such amount had been received by it from such Obligor in respect of such paymentrelevant payment and shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, 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 Provided that to the extent specified 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 Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit portion of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the Loans as is so attributable shall not be held 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 Lenders pro rata in accordance with their respective Commitments in effect at the time Obligors becomes repayable and is repaid by such Loans were made Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of a failure the implementation of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph Clause 31.1 (Redistribution of Section 11.04)Payments) shall, then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount upon request of the Loans being held by the Lenders pro rata according 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 amounts amount paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredrelevant sum was applied.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be held construed to apply to any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to the time Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Loans were made (Lender by reason of a failure of a thereof as fully as if such Lender to make had made a Loan hereunder directly to the Borrower in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be held construed to apply to any payment made by the Lenders pro rata Borrowers pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to any Borrower or any of its Restricted Subsidiaries (as to which the time provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Loans were made (Lender by reason of a failure of a thereof as fully as if such Lender to make had made a Loan hereunder directly to the Borrowers in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be held construed to apply to any payment made by the Lenders pro rata Borrowers pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to any Borrower or any of its Restricted Subsidiaries (as to which the time provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Loans were made (Lender by reason of a failure of a Lender to make thereof as fully as if such ▇▇▇▇▇▇ had made a Loan hereunder directly to the Borrowers in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect 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 11.06 or any replacement of any Lender pursuant to Article V) and, Loan as a result of such payment, such Lender which the unpaid principal portion of its Loans shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, and make Loans of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be held construed to apply to any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to the time Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Loans were made (Lender by reason of a failure of a thereof as fully as if such Lender to make had made a Loan hereunder directly to the Borrower in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If So long as no Event of Default shall have occurred and be continuing, with respect to any Facility, each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to participating therein agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law 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 except pursuant to Section 11.06 2.21 or Section 9.04), or by any replacement other enforcement means, obtain payment (voluntary or involuntary) in respect of any Lender pursuant to Article V) and, Loan or Loans or L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the Loans shall not be and L/C Exposure and participations in Loans and L/C Exposure held by the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a each Lender to make a Loan hereunder shall be in the circumstances described in same proportion to the penultimate paragraph aggregate unpaid principal amount of Section 11.04)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, then 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 of participations and/or direct interests 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 and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such manner Lender by reason thereof as will result, fully as nearly as is practicable, if such Lender had made a Loan directly to the Borrower in the outstanding principal amount of such participation. After the Loans being held by occurrence, and during the Lenders pro rata according to the amounts continuance, of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale an Event of participations sold or otherwise) if Default, any such payment is rescinded or must otherwise shall be restoredapplied in a manner consistent with Section 7.02, mutatis mutandis.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it or any other Financing Document Letter of Credit) through the exercise of any right of set-off, banker's ’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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 any Revolving Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it of its Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of any a proportion of the aggregate amount of its Revolving Loans and accrued interest thereon or other amount under this Agreement or any Note held by it or any other Financing Document through such obligations greater than its pro rata share thereof as provided herein, then the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: Revolving Lender receiving such greater proportion shall (i) from notify the Administrative Agent as provided herein; or of such fact, and (ii) purchase (for cash at face value) participations in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any the Revolving Loans and such other Financing Document to which less than all obligations of the Lenders are entitled under the terms hereof other Revolving Lenders, or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 amounts, respectively, owing to 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 equitable, to the end so that all the Lenders shall share the benefit of all such excess payment (net of any expenses that may payments shall be incurred shared by such Lender in obtaining or preserving such excess payment) pro rata the Revolving Lenders ratably in accordance with the unpaid aggregate amount of principal of and/or and accrued interest on the their respective Revolving Loans and other amounts owing them, provided that: (i) if any such participations are purchased and all or such other amounts, respectively, owing to each any portion of the Lenders; provided that if at payment giving rise thereto is recovered, such participations shall be rescinded and the time purchase price restored to the extent of such paymentrecovery, without interest; and (ii) the outstanding principal amount provisions of the Loans this paragraph shall not be held construed to apply to (x) any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments in effect at the time such Loans were made express terms of this Credit Agreement (by reason including the application of funds arising from the existence of a failure 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 any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender acquiring a participation pursuant to make the foregoing arrangements may exercise against each such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Revolving Lender were a direct creditor of each such Loan hereunder Party in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Lender shall obtain obtains from the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: (i) than 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 11.06 or any replacement of any 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 by Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLender, 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end end, all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. Each Lender agrees that it shall turn over to Administrative Agent (for distribution by Administrative Agent to the other Lenders in accordance with the terms of this Agreement) any payment (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise) on account of the Loans held by it in excess of its ratable portion of payments on account of the Loans obtained by all the Lenders.

Sharing. If any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it of its Revolving Loans, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of any a proportion of the aggregate amount of its Revolving Loans or accrued interest thereon, Swingline Exposure or other amount under this Agreement or any Note held by it or any other Financing Document through such obligations greater than its pro rata share thereof as provided herein, then the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: Lender receiving such greater proportion shall (i) from notify the Administrative Agent as provided herein; or of such fact, and (ii) purchase (for cash at face value) participations in connection 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: (i) if any reimbursement or indemnification under Section 11.03 such participations are purchased and all or any similar provision of any other Financing Document to which less than all portion of the Lenders are entitled under payment giving rise thereto is recovered, such participations shall be rescinded and the terms hereof or thereofpurchase price restored to the extent of such recovery, as without interest; and (ii) the case may be; or provisions of this paragraph shall not be construed to apply to (iiix) in connection with any assignment or participation payment made by a Borrower pursuant to Section 11.06 or and in accordance with the express terms of this Credit Agreement, including any replacement payment of any 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 Swingline Loans to the Swingline Lender, or such (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other amounts then due hereunder than to a Borrower or thereunder any subsidiary thereof (as to such Lender than which the percentage received by any other Lender(s) who were also entitled provisions of this paragraph shall apply). Each Borrower consents to receive such paymentsthe foregoing and agrees, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lenderit may effectively do so under applicable law, direct interests in) that any Lender acquiring a participation pursuant to the Loans or such other amounts, respectively, owing foregoing arrangements may exercise against each Borrower rights of setoff and counterclaim with respect to such other Lenders (or participation as fully as if such Lender were a direct creditor of each Borrower in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit amount of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If If: (a) any Lender shall obtain from the Borrower any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to section 10.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) on account of any Accommodation made by it (other than: (i) from the Administrative Agent as provided herein; or (iithan Increased Costs paid to it) in connection with excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any reimbursement or indemnification under Section 11.03 or any similar provision Lender shall at the time of any other Financing Document to acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all of the Lenders are entitled under the terms hereof or thereof, as the case may beoutstanding Obligations; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, then 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 forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit 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 (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender’s rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Revolving Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it of its Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of any a proportion of the aggregate amount of its Revolving Loans and accrued interest thereon or other amount under this Agreement or any Note held by it or any other Financing Document through such obligations greater than its pro rata share thereof as provided herein, then the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: Revolving Lender receiving such greater proportion shall (i) from notify the Administrative Agent as provided herein; or of such fact, and (ii) purchase (for cash at face value) participations in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any the Revolving Loans and such other Financing Document to which less than all obligations of the Lenders are entitled under the terms hereof other Revolving Lenders, or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 amounts, respectively, owing to 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 equitable, to the end so that all the Lenders shall share the benefit of all such excess payment (net of any expenses that may payments shall be incurred shared by such Lender in obtaining or preserving such excess payment) pro rata the Revolving Lenders ratably in accordance with the unpaid aggregate amount of principal of and/or and accrued interest on the their respective Revolving Loans and other amounts owing them, provided that: i. if any such participations are purchased and all or such other amounts, respectively, owing to each any portion of the Lenders; provided that if at payment giving rise thereto is recovered, such participations shall be rescinded and the time purchase price restored to the extent of such paymentrecovery, without interest; and ii. the outstanding principal amount provisions of the Loans this paragraph shall not be held construed to apply to (x) any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments in effect at the time such Loans were made express terms of this Credit Agreement (by reason including the application of funds arising from the existence of a failure 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 any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender acquiring a participation pursuant to make the foregoing arrangements may exercise against each such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Revolving Lender were a direct creditor of each such Loan hereunder Party in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If 22.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 22.3 (RECOVERIES THROUGH LEGAL PROCEEDINGS), if at any Lender shall obtain from time, the Borrower payment of proportion which any principal of Bank (a "RECOVERING BANK") has received or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held recovered (whether by it or any other Financing Document through payment, the exercise of any a right of set-offoff 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, bankerthen: (a) such Recovering Bank shall inform the Agent of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the 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 Recovering Bank's lien portion of such relevant payment; and (c) the 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 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 counterclaim or similar right or otherwise (other than: 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) from each Bank which has received a share of such relevant sum by reason of the Administrative implementation of Clause 22.1 (REDISTRIBUTION OF PAYMENTS) shall, upon request of the Agent, pay to the Agent as provided hereinfor account of such Recovering Bank an amount equal to its share of such relevant sum; or and (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any other Financing Document there shall thereupon fall due from such Obligor to which less than all of each such Bank an amount equal to the Lenders are entitled under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation amount paid out by it pursuant to Section 11.06 or any replacement of any Lender pursuant paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to Article V) and, as a result such Bank against which such Bank's share 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredrelevant sum was applied.

Sharing. If If: (a) prior to the Acceleration Date, any Lender shall obtain from the Borrower receive any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document reduction (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to Section 12.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) of the Obligations owed to it under a Credit Facility (other than: than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction, except as otherwise permitted by this Agreement; (ib) on or after the Acceleration Date, any Secured Party shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of a proportion of the Secured Obligations owed to it in excess of its rateable proportionate share of all Secured Obligations (with all determinations of rateable proportionate shares being made on the basis of the Secured Obligations owed to a Secured Party relative to the Secured Obligations owed to all Secured Parties, in each case expressed as the Equivalent Amount of US Dollars); or (c) (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 Portion of all outstanding Obligations; then such Secured Party shall forthwith purchase from the Administrative Agent as provided herein; or (ii) other Secured Parties such undivided participations in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of the Secured Obligations owed to such other Secured Parties and make any other Financing Document adjustments as shall be necessary or appropriate to which less than all of cause such purchasing Secured Party to share the Lenders are entitled under the terms hereof excess payment or thereofreduction, or be owed such outstanding Secured Obligations, rateably with such other Secured Parties their respective Rateable Portions or rateable proportionate shares, as the case may be, in accordance with this Section 14.1; or provided that if the purchasing Secured Party is not a party to this Agreement and is an Affiliate of a Lender and fails to comply with its obligations hereunder, then (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 permitted by such Lender, direct interests inapplicable Law) the Loans or Lender which is an Affiliate of such other amounts, respectively, owing purchasing Secured Party shall be required to comply with such other Lenders (or in interest due thereon, as unperformed obligations on behalf of such purchasing Secured Party. In the case may beof paragraph (a) in such amountsabove, and make such other adjustments from time to time as shall be equitable, to the end that if all the Lenders shall share the benefit or any portion of such excess payment (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender’s rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitmentsparticipation. To For purposes of clause (b)(i) of the definition of “Excluded Taxes,” a participation acquired pursuant to this Section 14.1 shall be treated as having been acquired on the earlier date(s) on which the applicable Lender acquired the applicable interest in the Commitment(s) or Loan(s) to which such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation relates.

Sharing. If any Tranche Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it of its respective Tranche A Loans or Tranche B Loans or other obligations hereunder resulting in such Tranche Lender receiving payment of any a proportion of the aggregate amount of its Tranche A Loans or Tranche B Loans and accrued interest thereon or other amount under this Agreement or any Note held by it or any other Financing Document through such obligations greater than its pro rata share thereof as provided herein, then the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: Tranche Lender receiving such greater proportion shall (i) from notify the Administrative Agent as provided herein; or of such fact, and (ii) purchase (for cash at face value) participations in connection with any reimbursement such Tranche A Loans or indemnification under Section 11.03 or any similar provision of any Tranche B Loans, as applicable, and such other Financing Document to which less than all obligations of the Lenders are entitled under the terms hereof other Tranche Lenders, or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 amounts, respectively, owing to 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 equitable, to the end so that all the Lenders shall share the benefit of all such excess payment (net of any expenses that may payments shall be incurred shared by such Lender in obtaining or preserving such excess payment) pro rata the Tranche Lenders ratably in accordance with the unpaid aggregate amount of principal of and/or and accrued interest on the their respective Tranche A Loans or Tranche B Loans and other amounts owing them, provided that: (i) if any such other amounts, respectively, owing to each participations are purchased and all or any portion of the Lenders; provided that if at payment giving rise thereto is recovered, such participations shall be rescinded and the time purchase price restored to the extent of such paymentrecovery, without interest; and (ii) the outstanding principal amount provisions of the Loans this paragraph shall not be held construed to apply to (x) any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments in effect at the time such Loans were made express terms of this Credit Agreement or (y) any payment obtained by reason a Lender as consideration for the assignment of or sale of a failure participation in any of its Loans to any assignee or participant, other than to the Borrower or any subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender to make were a Loan hereunder direct creditor of the Borrower in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. (a) If any Lender shall obtain from the Borrower Purchaser or Noteholder obtains payment in respect of any principal of Note or interest on any Loan fees or other amount owing to it or payment of any other amount under this Note Purchase Agreement or any other Note held by it or any other Financing Document through the exercise of any a right of set-off, banker's ’s lien or counterclaim 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 11.06 or any replacement of any 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 means, in excess of its pro rata share of the payments at the time owing to receive all the Purchasers or Noteholders, as applicable, such paymentsPurchaser or Noteholder shall promptly, it 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 other Lenders participations in (orPurchaser, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereonthe Notes of such Noteholder, as the case may be) in such amounts, and shall make such other adjustments from time to time time, as shall be equitable, to the end equitable so that all the Lenders shall Purchasers and Noteholders share the benefit of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments ratable shares as provided for in effect at this Note Purchase Agreement. If payment to a Purchaser or Noteholder obtained by it through the time such Loans were made (by reason exercise of a failure right of a Lender to make a Loan hereunder in the circumstances setoff, banker’s lien, counterclaim or other event as described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment 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) The Note Issuer agrees that any Purchaser or Noteholder so purchasing such an Interest by way of participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such Interest as fully as if such Purchaser or Noteholder were a holder of the 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 benefits of any recovery on such secured claim.

Sharing. If If: (a) any Lender shall obtain from the Borrower receive any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document reduction (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to section 12.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) of the Obligations owed to it under a Credit Facility (other than: (i) from the Administrative Agent as provided herein; or (iithan Increased Costs paid to it) in connection with excess of its Rateable Portion of such payment or reduction; (b) after acceleration of the Obligations, any reimbursement Lender shall receive any payment or indemnification under Section 11.03 or any similar provision reduction (whether voluntary, involuntary, through the exercise of any other Financing Document right of set-off pursuant to which less than all section 12.3 or at law or equity, or otherwise) of a proportion of the Lenders are entitled under the terms hereof or thereof, as the case may be; or Obligations owed to it (iiiother than Increased Costs paid to it) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, such Lender shall have received a greater percentage excess of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder to such Lender than the percentage proportion received by any other Lender(sLender (with all determinations of proportions being made on the basis of Obligations expressed as the Equivalent Amount of US Dollars); or (c) who were also entitled (without regard to receive outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations; then such payments, it Lender shall promptly forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment or reduction, or be owed such outstanding Obligations, rateably with such other Lenders. In the case of paragraph (a) above, if all or any portion of such excess payment (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender’s rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment 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, 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 a greater proportion of the Lenders are entitled aggregate amount of its Loans and participations in disbursements under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement Letters of any 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 Credit and Swingline Loans and accrued interest on the Loans or such other amounts then due hereunder or thereunder to such Lender thereon than the percentage proportion received by any other Lender(sLender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) who were also entitled to receive such payments, it shall promptly purchase from such participations in the Loans and participations in disbursements under Letters of Credit and Swingline Loans of other Lenders participations in (or, if and to the extent specified by necessary so that the amount of all such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 payments shall be equitable, to the end that all shared by the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata ratably in accordance with the unpaid aggregate amounts of principal of and/or and accrued interest on the their Loans or such other amounts, respectively, owing to each and participations in disbursements under Letters of the LendersCredit and Swingline Loans; provided that (a) if at any such participations are purchased and all or any portion of the time payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such paymentrecovery, without interest, and (b) the outstanding principal amount provisions of the Loans this Section 9.04 shall not be held construed to apply to any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments the express terms of this Agreement (for the avoidance of doubt, as in effect at from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the time such Loans were made (by reason assignment of or sale of a failure participation in any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender to make were a Loan hereunder direct creditor of the Borrower in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If Purchasers hereby agree among themselves that, if any Lender shall obtain from of them shall, whether by voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document terms hereof), through the exercise of any right of set-offoff or banker’s lien, banker's lien or by counterclaim or similar right cross action or otherwise (other than: (i) from by the Administrative Agent as provided herein; or (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision enforcement of any other Financing Document to which less than all right under the Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Lenders are entitled under the terms hereof or thereofaggregate amount of principal, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) andinterest, 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 fees and other amounts then due and owing to such Purchaser hereunder or thereunder under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Lender Purchaser) that is greater than the percentage proportion received by any other Lender(sPurchaser in respect of the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) who were also entitled notify each other Purchaser of the receipt of such payment and (b) apply a portion of such payment to receive such payments, purchase participations (which it shall promptly purchase be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Purchasers so that all such recoveries of Aggregate Amounts Due shall be shared by all Purchasers in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such other Lenders Purchaser upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations in (or, if and shall be returned to such purchasing Purchaser ratably to the extent specified by of such Lenderrecovery, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, but without interest. Company expressly consents to the end foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the Lenders amount of the participation held by that holder. The provisions of this Section 2.16 shall share the benefit of such excess not be construed to apply to (a) any payment (net of made by any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata Note Party pursuant to and in accordance with the unpaid principal express terms of and/or interest on any Note Document or (b) any payment obtained by any Purchaser as consideration for the Loans transfer in any of its Notes or such other amounts, respectively, owing Obligations owed to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredit.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it Letter of Credit or any other Financing Document Swingline Loan) through the exercise of any right of set-off, banker's ’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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time 50 Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit or Swingline Loans), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain from the Borrower payment in respect of any principal of or interest on any Loan owing to it or of its Loans resulting in such Lender receiving payment 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, 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 a greater proportion 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 11.06 or any replacement aggregate amount of any 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 its Loans and accrued interest on the Loans or such other amounts then due hereunder or thereunder to such Lender thereon than the percentage proportion received by any other Lender(sLender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) who were also entitled to receive such payments, it shall promptly purchase from such participations in the Loans of other Lenders participations in (or, if and to the extent specified by necessary so that the amount of all such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 payments shall be equitable, to the end that all shared by the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata ratably in accordance with the unpaid aggregate amounts of principal of and/or and accrued interest on the Loans or such other amounts, respectively, owing to each of the Lenderstheir Loans; provided that (a) if at any such participations are purchased and all or any portion of the time payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such paymentrecovery, without interest, and (b) the outstanding principal amount provisions of the Loans this Section 9.04 shall not be held construed to apply to any payment made by the Lenders pro rata Borrower pursuant to and in accordance with their respective Commitments the express terms of this Agreement (for the avoidance of doubt, as in effect at from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the time such Loans were made (by reason assignment of or sale of a failure participation in any of its Loans to any Person that is an Eligible Assignee (as such term is defined from time to time). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender to make were a Loan hereunder direct creditor of the Borrower in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held shall, by it or any other Financing Document through the exercise of exercising any right of set-off, banker's lien setoff or counterclaim or similar right otherwise, obtain payment in respect of (1) Secured Obligations due and payable to such Lender under the Financing Documents at such time in excess of its ratable share (according to the proportion of (A) the amount of such Secured 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 otherwise (other than: 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) from the Administrative Agent as provided herein; or amount of such Secured Obligations owing (but not due and payable) to such Lender at such time to (ii) in connection with any reimbursement or indemnification the aggregate amount of the Secured Obligations owing (but not due and payable) to all Lenders under Section 11.03 or any similar provision the Financing Documents at such time) of any other payment on account of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Document to which less than Documents at such time obtained by all of the Lenders are entitled under at such time then the terms hereof 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 thereofmake 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 (iii) in connection with any assignment or participation pursuant to Section 11.06 subparticipations are purchased and all or any replacement portion of any Lender pursuant to Article V) and, as a result of such paymentthe payment giving rise thereto is recovered, such Lender participations or subparticipations shall have received a greater percentage of be rescinded and 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 price restored to the extent specified by of such Lenderrecovery, direct interests inwithout interest; and (ii) the Loans or such other amounts, respectively, owing provisions of this Section shall not be construed to such other Lenders apply to (or in interest due thereon, as A) any payment made by the case may be) in such amounts, Borrower pursuant to and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess 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 express terms of and/or interest on 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 such subparticipations in L/C Obligations to any assignee or participant, other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according than to the amounts Borrower or any Subsidiary thereof (as to which the provisions of such Commitments. To such end all the Lenders this subsection shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredapply).

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to Each DIP Creditor agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against the Company or any other Credit Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or 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 right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, Note as a result of such payment, such Lender which the unpaid principal portion of its Loans or Notes shall have received a greater percentage be proportionately less than the unpaid principal portion 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 Notes of any other Lender(s) who were also entitled to receive such paymentsDIP Creditor, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations DIP Creditor at face value, and shall promptly pay to such other DIP Creditor the purchase price for, a participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans or Notes of such other amountsDIP Creditor, respectively, owing to such other Lenders (or in interest due thereon, as so that the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 as 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; provided 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be held construed to apply to any payment made by the Lenders pro rata Company pursuant to and in accordance with their respective Commitments 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 effect at any of its Term Loans or Notes (to the time extent permitted) to any assignee or participant, other than to the Company or any of its Restricted Subsidiaries (as to which the 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 DIP Creditor holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Company to such Loans were made (DIP Creditor by reason of a failure of a Lender to make thereof as fully as if such DIP Creditor had made a Loan hereunder directly to the Company in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

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 from the Borrower payment of any principal of fees or interest on any Loan owing to it or payment of any other amount payable hereunder or under this Agreement 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. (b) If any Note held by it or any other Financing Document Bank shall, through the exercise of any right of set-counterclaim, set off, banker's lien or counterclaim otherwise, receive payment or similar right reduction of a proportion of the aggregate amount of the Loans or otherwise (other than: (i) from the Administrative Agent as provided herein; Reimbursement Obligations or (ii) in connection with any reimbursement or indemnification under Section 11.03 interest thereon due to such Bank, or any similar provision of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof or thereofamount payable hereunder, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, such Lender shall have received a which is 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 proportion received by any other Lender(s) who were also entitled Bank or Banks in respect to receive the aggregate amount of any Loan or Reimbursement Obligation and interest thereon due such paymentsBank, 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 shall promptly purchase from such other Lenders participations in (or, if and be deemed to have done simultaneously upon the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit receipt of such excess 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 and Reimbursement Obligations held by the other Bank or Banks so that all such other amounts, respectively, owing recoveries of principal and interest with respect to the Loans and Reimbursement Obligations shall be proportionate to each of the LendersBank's respective Percentage; provided that if at the time all or part of such paymentproportionately greater payment received by such purchasing Bank is thereafter recovered from such Bank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to the purchasing Bank to the extent of such recovery, but without interest. Each participant of any Bank shall have the same rights of set off against the Company set forth in Section 10.9 as if it were a Bank and agrees that, with respect to any setoff made by such participant, the outstanding principal amount provisions of this Section 10.10 shall similarly apply as if it were a Bank. (c) The Company expressly consents to the 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 a failure of a Lender to make a Loan hereunder in the circumstances arrangement described in the penultimate paragraph of this Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored10.10.

Sharing. If If: (a) any Lender shall obtain from the Borrower any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document (whether voluntary, involuntary, through the exercise of any right of set-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 off pursuant to Section 11.06 10.3 or any replacement at law or equity, or otherwise) on account of any Lender pursuant Accommodation made by it (other than Increased Costs paid to Article Vit) and, as a result in excess of its rateable share of payments on account of such payment, 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 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 forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit 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 (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender’s rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Lender shall obtain from the Borrower payment of any ------- principal of or interest on any Loan or any participation in LC Disbursements owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Loan Document through the exercise of any right of set-off, banker's lien or counterclaim or similar right or otherwise (other than: (i) than 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 11.06 or any replacement of any 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 Loans, participations in LC Disbursements or such other amounts then due hereunder or thereunder by Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLender, 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 Loans, participations in LC Disbursements or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess 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 Loans, participations in LC Disbursements or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it or any other Financing Document Letter of Credit) through the exercise of any right of set-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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders 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 such other Lenders of the same Class as such Lender participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 any Lender shall obtain from the Borrower payment of any principal of or ------- interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it or any other Financing Document Letter of Credit) through the exercise of any right of set-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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 20.1 Redistribution of Payments If, at any Lender shall obtain from time, the Borrower payment of proportion which any principal of Bank (a "Recovering Bank") has received or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held recovered (whether by it or any other Financing Document through payment, the exercise of any a right of set-offoff 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, banker's lien or counterclaim or similar right or otherwise (other than: then: (i) from such Recovering Bank shall inform the Administrative Agent as provided herein; of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision there shall thereupon fall due from the Borrower to such Recovering Bank an amount equal to the 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 any other Financing Document to which less than all such Recovering Bank's portion of the Lenders are entitled under the terms hereof or thereof, as the case may besuch relevant payment; or and (iii) in connection with any assignment or participation the Agent shall treat the amount received by it from such Recovering Bank pursuant to Section 11.06 or any replacement of any Lender pursuant to Article Vparagraph (i) and, above as a result if such amount had been received by it from the Borrower in respect of such paymentrelevant payment and shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, 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 Provided that to the extent specified 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 Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit portion of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the Loans as is so attributable shall not be held 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 Lenders pro rata in accordance with their respective Commitments in effect at the time Borrower becomes repayable and is repaid by such Loans were made Recovering Bank, then: (i) each Bank which has received a share of such relevant sum by reason of a failure the implementation of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph Clause 20.1 (Redistribution of Section 11.04)Payments) shall, then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount upon request of the Loans being held by the Lenders pro rata according Agent, pay to the amounts Agent for account of such Commitments. To Recovering Bank an amount equal to its share of such end all relevant sum; and (ii) there shall thereupon fall due from the Lenders shall make appropriate adjustments among themselves Borrower to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (by i) above, the resale amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredrelevant sum was applied.

Sharing. If any Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it or any other Financing Document Letter of Credit) through the exercise of any right of set-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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsLenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Obligors agree that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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 If: (a) any Lender shall obtain from the Borrower any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to section 12.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) on account of any Accommodation made by it (other than: (i) from the Administrative Agent as provided herein; or (iithan Increased Costs paid to it) in connection with excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any reimbursement or indemnification under Section 11.03 or any similar provision Lender shall at the time of any other Financing Document to acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all of the Lenders are entitled under the terms hereof or thereof, as the case may beoutstanding Obligations; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, then 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 forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment or be owed the outstanding Obligations rateably with such other Lenders. In the case of paragraph (a) of this section 14.1(1), if all or any portion of such excess payment (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender's rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If If: (a) any Lender shall obtain from the Borrower any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document (whether voluntary, involuntary, through the exercise of any right of set-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 off pursuant to Section 11.06 10.3 or any replacement at law or equity, or otherwise) on account of any Lender pursuant Advance made by it (other than Increased Costs paid to Article Vit) and, as a result in excess of its Rateable Portion on account of such payment, Advance; 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 Portion; then 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 forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit excess payment or be owed the outstanding Obligations in accordance with its Rateable Portion 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 (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender's rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against theany Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be held construed to apply to any payment made by the Lenders pro rata BorrowerBorrowers pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to theany Borrower or any of its Restricted Subsidiaries (as to which the time provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. TheEach Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the BorrowerBorrowers to such Loans were made (Lender by reason of a failure of a thereof as fully as if such Lender to make had made a Loan hereunder directly to the BorrowerBorrowers in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If If: (a) any Lender shall obtain from the Borrower any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to section 10.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) on account of any Accommodation made by it (other than: (i) from the Administrative Agent as provided herein; or (iithan Increased Costs paid to it) in connection with excess of its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any reimbursement or indemnification under Section 11.03 or any similar provision Lender shall at the time of any other Financing Document to acceleration of the Obligations have outstanding Obligations which are less than its rateable share of all of the Lenders are entitled under the terms hereof or thereof, as the case may beoutstanding Obligations; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, then 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 forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, necessary to the end that all the Lenders shall cause such purchasing Lender to share the benefit 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 (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender's rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If Purchasers hereby agree among themselves that, if any Lender shall obtain from of them shall, whether by voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the Borrower payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document terms hereof), through the exercise of any right of set-offoff or banker’s lien, banker's lien or by counterclaim or similar right cross action or otherwise (other than: (i) from by the Administrative Agent as provided herein; or (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision enforcement of any other Financing Document to which less than all right under the Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the Lenders are entitled under the terms hereof or thereofaggregate amount of principal, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) andinterest, 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 fees and other amounts then due and owing to such Purchaser hereunder or thereunder under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Lender Purchaser) that is greater than the percentage proportion received by any other Lender(sPurchaser in respect of the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) who were also entitled notify each other Purchaser of the receipt of such payment and (b) apply a portion of such payment to receive such payments, purchase participations (which it shall promptly purchase be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Purchasers so that all such recoveries of Aggregate Amounts Due shall be shared by all ​ Purchasers in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such other Lenders Purchaser upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations in (or, if and shall be returned to such purchasing Purchaser ratably to the extent specified by of such Lenderrecovery, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, but without interest. Company expressly consents to the end foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the Lenders amount of the participation held by that holder. The provisions of this Section 2.16 shall share the benefit of such excess not be construed to apply to (a) any payment (net of made by any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata Note Party pursuant to and in accordance with the unpaid principal express terms of and/or interest on any Note Document or (b) any payment obtained by any Purchaser as consideration for the Loans transfer in any of its Notes or such other amounts, respectively, owing Obligations owed to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredit.

Sharing. If 21.1 Redistribution of Payments If, at any Lender shall obtain from time, the Borrower payment of proportion which any principal of Bank (a "Recovering Bank") has received or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held recovered (whether by it or any other Financing Document through payment, the exercise of any a right of set-offoff 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, banker's lien then: (a) such Recovering Bank shall inform the Facility Agent of such receipt or counterclaim or similar right or otherwise recovery and pay to the Facility Agent an amount equal to such excess amount; (other than: (ib) there shall thereupon fall due 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 Borrower to which less than all of such Recovering Bank an amount equal to the Lenders are entitled under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation amount paid out by such Recovering Bank pursuant to Section 11.06 or any replacement paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid part of any Lender such 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 Article Vparagraph (a) and, above as a result if such amount had been received by it from the Borrower in respect of such paymentrelevant payment and shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, 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 Provided that to the extent specified 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 Lender, direct interests in) the Loans or such other amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit portion of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the Loans as is so attributable shall not be held 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 Lenders pro rata in accordance with their respective Commitments in effect at Borrower under the time Facility Agreement becomes repayable and is repaid by such Loans were made Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of a failure the implementation of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph Clause 21.1 (Redistribution of Section 11.04)Payments) shall, then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount upon request of the Loans being held by the Lenders pro rata according Facility Agent, pay to the amounts Facility Agent for account of such Commitments. To Recovering Bank an amount equal to its share of such end all relevant sum; and (b) there shall thereupon fall due from the Lenders shall make appropriate adjustments among themselves Borrower to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (by a) above, the resale amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredrelevant sum was applied.

Sharing. (a) If any Lender shall obtain from the Borrower Purchaser or Noteholder obtains payment in ------- respect of any principal of Note or interest on any Loan fees or other amount owing to it or payment of any other amount under this Note Purchase Agreement or any other Note held by it or any other Financing Document through the exercise of any a right of set-off, banker's lien or counterclaim 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 11.06 or any replacement of any 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 means, in excess of its pro rata share of the payments at the time owing to receive all the Purchasers or Noteholders, as applicable, such paymentsPurchaser or Noteholder shall promptly, it 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 other Lenders participations in (orPurchaser, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereonthe Notes of such Noteholder, as the case may be) in such amounts, and shall make such other adjustments from time to time time, as shall be equitable, to the end equitable so that all the Lenders shall Purchasers and Noteholders share the benefit of such excess 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; provided that if at the time of such payment, the outstanding principal amount of the Loans shall not be held by the Lenders pro rata in accordance with their respective Commitments ratable shares as provided for in effect at this Note Purchase Agreement. If payment to a Purchaser or Noteholder obtained by it through the time such Loans were made (by reason exercise of a failure right of a Lender to make a Loan hereunder in the circumstances setoff, banker's lien, counterclaim or other event as described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment 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 New Century Parties and the Servicer shall be entitled to rely on the assumption that the Agent represents all Purchasers and Noteholders. (b) The Note Issuer agrees that any Purchaser or Noteholder so purchasing such an Interest by way of participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such Interest as fully as if such Purchaser or Noteholder were a holder of the 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 benefits of any recovery on such secured claim.

Sharing. If any Each Lender shall obtain from the Borrower payment of any principal of or interest on any Loan owing to agrees that if it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document shall, through the exercise of any a right of set-offbanker’s lien, banker's lien setoff or counterclaim against any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar right law or otherwise otherwise, or by any other means, obtain payment (other than: (i) from the Administrative Agent as provided herein; voluntary or (iiinvoluntary) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision respect of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof Loan or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, L/C Disbursement as a result of such payment, such Lender which the unpaid principal portion of its Loans and participations in L/C Disbursements shall have received a greater percentage be proportionately less than the unpaid principal portion of the principal Loans and participations in L/C Disbursements 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 paymentsLender, it shall promptly purchase be deemed simultaneously to have purchased from such other Lenders participations in (orLender at face value, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing shall promptly pay to such other Lenders (or Lender the purchase price for, a participation in interest due thereon, as the case may be) in such amounts, Loans and make L/C Exposure of such other adjustments from time to time as shall be equitableLender, to so that the end that all the Lenders shall share the benefit of such excess 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 aggregate unpaid principal of and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding 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 and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.18 shall not be held construed to apply to any payment made by the Lenders pro rata Borrowers pursuant to and in accordance with their respective Commitments 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 effect at any of its Loans to any assignee or participant, other than to any Borrower or any of its Restricted Subsidiaries (as to which the time provisions of this Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Loans were made (Lender by reason of a failure of a Lender to make thereof as fully as if such Le▇▇▇▇ ▇ad made a Loan hereunder directly to the Borrowers in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If If: (a) prior to the Acceleration Date, any Lender shall obtain from the Borrower receive any payment of any principal of or interest on any Loan owing to it or payment of any other amount under this Agreement or any Note held by it or any other Financing Document reduction (whether voluntary, involuntary, through the exercise of any right of set-offoff pursuant to Section 12.3 or at law or equity, banker's lien or counterclaim or similar right or otherwise otherwise) of the Obligations owed to it under a Credit Facility (other than: than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction, except as otherwise permitted by this Agreement; (ib) on or after the Acceleration Date, any Secured Party shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of a proportion of the Secured Obligations owed to it in excess of its rateable proportionate share of all Secured Obligations (with all determinations of rateable proportionate shares being made on the basis of the Secured Obligations owed to a Secured Party relative to the Secured Obligations owed to all Secured Parties, in each case expressed as the Equivalent Amount of US Dollars); or (c) (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 Portion of all outstanding Obligations; then such Secured Party shall forthwith purchase from the Administrative Agent as provided herein; or (ii) other Secured Parties such undivided participations in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of the Secured Obligations owed to such other Secured Parties and make any other Financing Document adjustments as shall be necessary or appropriate to which less than all of cause such purchasing Secured Party to share the Lenders are entitled under the terms hereof excess payment or thereofreduction, or be owed such outstanding Secured Obligations, rateably with such other Secured Parties their respective Rateable Portions or rateable proportionate shares, as the case may be, in accordance with this Section 14.1; or provided that if the purchasing Secured Party is not a party to this Agreement and is an Affiliate of a Lender and fails to comply with its obligations hereunder, then (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any 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 permitted by such Lender, direct interests inapplicable Law) the Loans or Lender which is an Affiliate of such other amounts, respectively, owing purchasing Secured Party shall be required to comply with such other Lenders (or in interest due thereon, as unperformed obligations on behalf of such purchasing Secured Party. In the case may beof paragraph (a) in such amountsabove, and make such other adjustments from time to time as shall be equitable, to the end that if all the Lenders shall share the benefit or any portion of such excess payment (net 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 any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance recovery together with the unpaid principal of and/or interest on the Loans or an amount equal to such other amounts, respectively, owing to each of the Lenders; provided that if at the time of such payment, the outstanding principal amount of the 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 Lender’s rateable share (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts 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 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 Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restoredparticipation.

Sharing. If any Lender shall obtain from the Borrower payment in respect of any principal of or interest on any Loan owing made by it to it or payment of any other amount the Borrower under this Agreement (or reimbursement as to any Note held by it or any other Financing Document Letter of Credit) through the exercise of any right of set-off, banker's ’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 thereofotherwise, as the case may be; or (iii) in connection with any assignment or participation pursuant to Section 11.06 or any replacement of any Lender pursuant to Article V) and, as a result of such payment, such Lender shall have received payment of a greater percentage proportion of the principal of or interest on the Loans (or such other amounts reimbursement) then due hereunder or thereunder by the Borrower to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such paymentsall Lenders, then it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) 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 amounts, respectively, owing to 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 equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that which 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 held by each of the Lenders; provided that if at the time Lenders (or reimbursements of such payment, the outstanding principal amount Letters of the 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 a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04Credit), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the outstanding principal amount of the Loans being held by the Lenders pro rata according to the amounts of such Commitments. To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of 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.