Common use of Sharing Clause in Contracts

Sharing. If any Foreign Issuing Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Foreign Credit Disbursements than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit Disbursements; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Sharing. If any Foreign Issuing Each Lender agrees that if it shall, by exercising any through the exercise of a right of set-off 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 law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Foreign Credit Loan or L/C Disbursement resulting as a result of which the unpaid principal portion of its Loans and participations in such Lender receiving payment of a greater proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Foreign Credit Disbursements than the proportion received by any Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders event was to the extent necessary so that the benefit principal amount of all Loans and L/C Exposure outstanding prior to such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount exercise of their respective Foreign Credit Disbursementsbanker’s lien, setoff or counterclaim or other event; provided provided, however, that (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this paragraph Section 2.18 shall not be construed to apply to any payment made by a Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than to the Parent any Borrower or any Subsidiary or Affiliate thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Foreign Issuing Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against such Borrower any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such Lender were ▇▇▇▇▇▇ had made a direct creditor of such Borrower Loan directly to the Borrowers in the amount of such participation.

Sharing. If any Foreign Issuing Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender Lender’s receiving payment of a greater proportion of the aggregate amount of its Foreign Credit Disbursements Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursementpro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Foreign Credit Disbursements Loans and such other obligations of the other Foreign Issuing Lenders to the extent necessary Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Foreign Credit Disbursements; Loans and other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by a the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans or participations in LC Disbursements to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower Loan Party (other than VPDI) consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each such Borrower Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each such Borrower Loan Party in the amount of such participation.

Sharing. If any Foreign Issuing Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement principal of or interest on any of its Revolving Loans, Swingline Exposure or other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Foreign Credit Disbursements Revolving Loans or accrued interest thereon, Swingline Exposure or other such obligations greater than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursementpro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Foreign Credit Disbursements Revolving Loans, Swingline Exposure and such other obligations of the other Foreign Issuing Lenders to the extent necessary Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Foreign Credit Disbursements; Revolving Loans, Swingline Exposure and other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement Credit Agreement, including any payment of principal of or interest on the Swingline Loans to the Swingline Lender, or (y) any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than to the Parent a Borrower or any Subsidiary or Affiliate subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such each Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such each Borrower in the amount of such participation.

Sharing. If any Foreign Issuing Revolving Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement principal of or interest on any of its Revolving Loans or other obligations hereunder resulting in such Lender Revolving Lender’s receiving payment of a greater proportion of the aggregate amount of its Foreign Credit Disbursements Revolving Loans and accrued interest thereon or other such obligations greater than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursementpro rata share thereof as provided herein, then the Revolving Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the Foreign Credit Disbursements Revolving Loans and such other obligations of the other Foreign Issuing Lenders to the extent necessary Revolving Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Foreign Issuing Revolving Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Foreign Credit Disbursements; Revolving Loans and other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by a the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Foreign Issuing Revolving Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Revolving Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Revolving Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each such Borrower Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Revolving Lender were a direct creditor of each such Borrower Loan Party in the amount of such participation.

Sharing. If any Foreign Issuing Each Lender agrees that if it shall, by exercising any through the exercise of a right of set-off 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 law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Foreign Credit Loan or L/C Disbursement resulting as a result of which the unpaid principal portion of its Loans and participations in such Lender receiving payment of a greater proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Foreign Credit Disbursements than the proportion received by any Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders event was to the extent necessary so that the benefit principal amount of all Loans and L/C Exposure outstanding prior to such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount exercise of their respective Foreign Credit Disbursementsbanker’s lien, setoff or counterclaim or other event; provided provided, however, that (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this paragraph Section 2.18 shall not be construed to apply to any payment made by a Borrower the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than to the Parent any Borrower or any Subsidiary or Affiliate thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Foreign Issuing Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against such Borrower any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Borrower Loan directly to the Borrowers in the amount of such participation.

Sharing. If any Foreign Issuing Lender Bank shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement principal of or interest on any of the Loans made by it resulting in such Lender Bank’s receiving payment of a greater proportion of the aggregate amount of such Loans and accrued interest thereon greater than its Foreign Credit Disbursements than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursementpro rata share thereof as provided herein, then the Lender Bank receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Foreign Credit Disbursements Loans of the other Foreign Issuing Lenders to the extent necessary Banks, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders Banks ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Foreign Credit Disbursements; Loans and other amounts owing them, provided that that: (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and ; and (ii) the provisions of this paragraph Section shall not be construed to apply to (x) any payment made by a Borrower or on behalf of the Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Foreign Issuing Lender Bank as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than an assignment to the Parent Borrower Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph Section shall apply). Each Borrower Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender Bank acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower Loan Party rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender Bank were a direct creditor of such Borrower Loan Party in the amount of such participation.

Sharing. If So long as no Event of Default shall have occurred and be continuing, with respect to any Foreign Issuing Facility, each Lender participating therein agrees that if it shall, by exercising any through the exercise of a right of set-off banker’s lien, setoff or counterclaim against the Borrower or otherwiseany 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 law or otherwise (except pursuant to Section 2.21 or Section 9.04), or by any other enforcement means, obtain payment (voluntary or involuntary) in respect of any Foreign Credit Loan or Loans or L/C Disbursement resulting as a result of which the unpaid principal portion of its Loans and participations in such Lender receiving payment of a greater proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposures then outstanding as the principal amount of its Foreign Credit Disbursements than the proportion received by any Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders event was to the extent necessary so that the benefit principal amount of all Loans and L/C Exposures outstanding prior to such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount exercise of their respective Foreign Credit Disbursementsbanker’s lien, setoff or counterclaim or other event; provided provided, however, that (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a . The Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Foreign Issuing Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against such Borrower any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Loan directly to the Borrower in the amount of such participation. After the occurrence, and during the continuance, of an Event of Default, any such payment shall be applied in a manner consistent with Section 7.02, mutatis mutandis.

Sharing. If 31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal Proceedings), if, at any Foreign Issuing Lender shalltime, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by exercising any payment, the exercise of a right of set-off or counterclaim 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, obtain then: (a) such Recovering Bank shall pay to the relevant 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 portion of such relevant payment; and (c) such 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 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment of a greater proportion amount owing to it by any of the aggregate Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, upon request of the relevant Agent, pay to such Agent for account of such Recovering Bank an amount equal to its share of its Foreign Credit Disbursements than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion relevant sum; and (b) there shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders thereupon fall due from such Obligor to each such Bank an amount equal to the extent necessary amount paid out by it pursuant to paragraph (a) above, the amount so that due being, for the benefit of all purposes hereof, treated as if it were the sum payable to such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit Disbursements; provided that (i) if any Bank against which such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent Bank's share of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participationrelevant sum was applied.

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

Sharing. (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 fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks in proportion to their respective Percentage, whether received by voluntary payment, by the exercise of the right of set off or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (b) If any Foreign Issuing Lender Bank shall, by exercising through the exercise of any right of set-off or counterclaim counterclaim, set off, banker's lien or otherwise, obtain receive payment in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment or reduction of a greater proportion of the aggregate amount of its Foreign Credit Disbursements the Loans or Reimbursement Obligations or interest thereon due to such Bank, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other Foreign Issuing Lender Bank or Banks in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their any Loan or Reimbursement Obligation and interest thereon due such Bank, or with respect to any other amount payable hereunder, that Bank receiving such proportionately greater payment shall notify the other Banks and the Agent of such receipt and purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such excess payment) in the Loans and Reimbursement Obligations held by the other Bank or Banks so that all such recoveries of principal and interest with respect to the Loans and Reimbursement Obligations shall be proportionate to each Bank's respective Foreign Credit DisbursementsPercentage; provided that (i) if any such participations are purchased and all or any portion part of the such proportionately greater payment giving rise thereto received by such purchasing Bank is recoveredthereafter recovered from such Bank, such participations those purchases shall be rescinded and the purchase price restored 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, and (ii) with respect to any setoff made by such participant, the provisions of this paragraph Section 10.10 shall not be construed to similarly apply to any payment made by as if it were a Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof Bank. (as to which the provisions of this paragraph shall apply). Each Borrower c) The Company expressly consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower arrangement described in the amount of such participationthis Section 10.10.

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

Sharing. If If, other than as expressly provided elsewhere herein, any Foreign Issuing Lender shall------- Bank shall obtain on account of the Loans made by it, or the participations in Swing Line Loans held by exercising it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off or counterclaim off, or otherwise) in excess of its Pro Rata Share, obtain such Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Banks such participations in the Loans made by them or such subparticipations in the participations in Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Bank to share the excess payment in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment Loans or such participations, as the case may be, pro rata with each of a greater proportion of the aggregate amount of its Foreign Credit Disbursements than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit Disbursementthem; provided, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit Disbursements; provided that (i) if any such participations are purchased and all or any portion of such excess payment is thereafter recovered from the payment giving rise thereto is recoveredpurchasing Bank, such participations purchase shall to that extent be rescinded and each other Bank shall repay to the purchasing Bank the purchase price restored paid therefor, together with an amount equal to such paying Bank's ratable share (according to the extent proportion of (i) the amount of such recovery, without interest, and paying Bank's required repayment to (ii) the provisions total amount so recovered from the purchasing Bank) of this paragraph shall not be construed to apply to any payment made interest or other amount paid or payable by a Borrower pursuant to and the purchasing Bank in accordance with respect of the express terms of this Agreement or total amount so recovered. The Company agrees that any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of Bank so purchasing a participation in any of its Foreign Trade Commitments to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agreesfrom another Bank may, to the fullest extent it may effectively do so under applicable permitted by law, that any Foreign Issuing Lender acquiring a participation pursuant to exercise all its rights of payment (including the foregoing arrangements may exercise against such Borrower rights right of set-off and counterclaim off, but subject to this Section 10) with respect to such participation as fully as if such Lender Bank were a the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 10.2(b) and will in each case notify the Banks following any such purchases or repayments.

Sharing. If any Foreign Issuing Each Lender agrees that if it shall, by exercising any through the exercise of a right of set-off 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 law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Foreign Credit Loan or L/C Disbursement resulting as a result of which the unpaid principal portion of its Loans and participations in such Lender receiving payment of a greater proportion L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Foreign Credit Disbursements than the proportion received by any Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other Foreign Issuing Lender in respect of its Foreign Credit Disbursement, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders event was to the extent necessary so that the benefit principal amount of all Loans and L/C Exposure outstanding prior to such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount exercise of their respective Foreign Credit Disbursementsbanker’s lien, setoff or counterclaim or other event; provided provided, however, that (i) if any such participations are purchased purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and all or any portion of the payment giving rise thereto is shall thereafter be recovered, such participations purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this paragraph Section 2.18 shall not be construed to apply to any payment made by a Borrower the BorrowerBorrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than to the Parent theany Borrower or any Subsidiary or Affiliate thereof of its Restricted Subsidiaries (as to which the provisions of this paragraph Section 2.18 shall apply), other than as permitted pursuant to Section 9.04. Each TheEach Borrower expressly consents to the foregoing arrangements and agrees, to the extent it may effectively do so under applicable law, agrees that any Foreign Issuing Lender acquiring holding a participation pursuant in a Loan or L/C Disbursement deemed to the foregoing arrangements have been so purchased may exercise against such Borrower any and all rights of set-off and banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the BorrowerBorrowers to such participation Lender by reason thereof as fully as if such Lender were had made a direct creditor of such Borrower Loan directly to the BorrowerBorrowers in the amount of such participation.

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

Sharing. If Purchasers hereby agree among themselves that, if any Foreign Issuing Lender of them shall, whether by exercising voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Note Documents or otherwise, obtain payment in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment or as adequate protection of a greater deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of its Foreign Credit Disbursements principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other Foreign Issuing Lender Purchaser in respect of its Foreign Credit Disbursementthe Aggregate Amounts Due to such other Purchaser, then the Lender Purchaser receiving such proportionately greater proportion payment shall (a) notify each other Purchaser of the receipt of such payment and (b) apply a portion of such payment to purchase participations (for cash at face valuewhich it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders Aggregate Amounts Due to the extent necessary other Purchasers so that the benefit of all such payments recoveries of Aggregate Amounts Due shall be shared by all ​ Purchasers in proportion to the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit DisbursementsAggregate Amounts Due to them; provided that (i) provided, if any such participations are purchased and all or any portion part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the payment giving rise thereto is recoveredbankruptcy or reorganization of Company or otherwise, such participations those purchases shall be rescinded and the purchase price restored prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery, but without interest. Company expressly consents to the 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 (ii) all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this paragraph Section 2.16 shall not be construed to apply to (a) any payment made by a Borrower any Note Party pursuant to and in accordance with the express terms of this Agreement any Note Document or (b) any payment obtained by a Foreign Issuing Lender any Purchaser as consideration for the assignment of or sale of a participation transfer in any of its Foreign Trade Commitments Notes or other Obligations owed to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participationit.

Sharing. If any Foreign Issuing Lender shall, by exercising any right of set-off setoff or counterclaim or otherwise, obtain payment in respect of any Foreign Credit Disbursement principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Foreign Credit Disbursements Loans and accrued interest thereon than the proportion received by any other Foreign Issuing Lender in respect of its Foreign Credit DisbursementLender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Foreign Credit Disbursements Loans of other Foreign Issuing Lenders to the extent necessary so that the benefit amount of all such payments shall be shared by the Foreign Issuing Lenders ratably in accordance with the aggregate amount amounts of principal of and accrued interest on their respective Foreign Credit DisbursementsLoans; provided that (ia) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (iib) the provisions of this paragraph Section 9.04 shall not be construed to apply to any payment made by a the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or any payment obtained by a Foreign Issuing Lender as consideration for the assignment of or sale of a participation in any of its Foreign Trade Commitments Loans to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this paragraph shall applytime). Each The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such the Borrower rights of set-off setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such the Borrower in the amount of such participation.

Sharing. If Purchasers hereby agree among themselves that, if any Foreign Issuing Lender of them shall, whether by exercising voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Note Documents or otherwise, obtain payment in respect of any Foreign Credit Disbursement resulting in such Lender receiving payment or as adequate protection of a greater deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of its Foreign Credit Disbursements principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other Foreign Issuing Lender Purchaser in respect of its Foreign Credit Disbursementthe Aggregate Amounts Due to such other Purchaser, then the Lender Purchaser receiving such proportionately greater proportion payment shall (a) notify each other Purchaser of the receipt of such payment and (b) apply a portion of such payment to purchase participations (for cash at face valuewhich it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) participations in the Foreign Credit Disbursements of other Foreign Issuing Lenders Aggregate Amounts Due to the extent necessary other Purchasers so that the benefit of all such payments recoveries of Aggregate Amounts Due shall be shared by all Purchasers in proportion to the Foreign Issuing Lenders ratably in accordance with the aggregate amount of their respective Foreign Credit DisbursementsAggregate Amounts Due to them; provided that (i) provided, if any such participations are purchased and all or any portion part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the payment giving rise thereto is recoveredbankruptcy or reorganization of Company or otherwise, such participations those purchases shall be rescinded and the purchase price restored prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery, but without interest. Company expressly consents to the 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 (ii) all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this paragraph Section 2.16 shall not be construed to apply to (a) any payment made by a Borrower any Note Party pursuant to and in accordance with the express terms of this Agreement any Note Document or (b) any payment obtained by a Foreign Issuing Lender any Purchaser as consideration for the assignment of or sale of a participation transfer in any of its Foreign Trade Commitments Notes or other Obligations owed to any assignee or participant, other than to the Parent Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Foreign Issuing Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participationit.