Common use of Sharing of Payments Clause in Contracts

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Each Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntaryseverally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower or otherwise) , receives payment of the Obligations held by it that is ratably more than any other Lender receives in excess payment of its ratable share (or the Obligations held by such other share contemplated hereunder) thereofLender, such Lender shall immediately then, subject to applicable Laws, (a) notify such Lender exercising the Administrative Agent right of setoff, banker’s lien or counterclaim or otherwise receiving such factpayment shall purchase, and shall be deemed to have simultaneously purchased, from the other Lender a participation in the Obligations held by the other Lender and shall pay to the other Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) purchase such other adjustments and purchases of participations shall be made from the other Lenders such participations in the Loans made by them time to time as shall be necessary equitable to cause such purchasing Lender to ensure that all Lenders share the excess any payment obtained in respect of such Loans or such participations, as the case may be, pro rata Obligations ratably in accordance with each Lender’s share of themthe Obligations immediately prior to, and without taking into account, the payment; provided that that, (i) if all or any portion of such excess a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender under by Borrower or any Person claiming through or succeeding to the rights of Borrower, the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase of a participation shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according thereof shall be restored to the proportion extent of (i) the amount of such paying Lender’s required repayment to recovery, but without interest and (ii) this Section 10.06 shall not apply to any payments made in accordance with the total amount so recovered from express provisions of this Agreement or the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participationLoan Documents. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.10 shall from and after such the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if Lender were the original owner of the Obligation purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in the L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent Agent, of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them them, and/or such subparticipations in the participations in L/C Obligations held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02 hereof, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovered and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrowers 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 and any payment of an amendment, without further interest thereonconsent or waiver fee to consenting Lenders pursuant to an effective amendment, consent or waiver with respect to this Agreement), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender's right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or its participations in L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereonthereon and (y) the provisions of this Section 2.13 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations to any assignee or participant or the application of Cash Collateral pursuant to, and in accordance with, the terms of this Agreement. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Loan Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Loan Obligations purchased.

Sharing of Payments. IfIf any Investor (for purposes of this Section only, other than referred to as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender a “Recipient”) shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Invested Amount (or portion thereof) of, or Earned Discount or CP Costs accrued in respect of, the Asset Interest or portion thereof owned by it in excess of its ratable share of payments made on account of the Invested Amount of, or Earned Discount or CP Costs accrued in respect of, the Asset Interest owned by all the Investors (other than as a result of different methods for calculating Earned Discount or other share contemplated hereunder) thereofCP Costs), such Lender Recipient shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such applicable Investors which received less than their ratable share participations in the Loans made portions of the Asset Interest owned by them such Persons as shall be necessary to cause such purchasing Lender Recipient to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of themsuch other Person; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)such Recipient, such purchase from each such other Person shall to that extent be rescinded and each such other Lender Person shall repay to the purchasing Lender Recipient the purchase price paid thereforby such Recipient for such participation to the extent of such recovery, together with an amount equal to such paying Lenderother Person’s ratable share (according to the proportion of (ia) the amount of such paying Lenderother Person’s required repayment payment to (iib) the total amount so recovered from the purchasing LenderRecipient) of any interest or other amount paid or payable by the purchasing Lender Recipient in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. IfIf any Lender, other than as expressly elsewhere provided elsewhere herein (includingin this Agreement or any other Credit Document, without limitation, in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of the Loans and the L/C Obligations obtained by all Lenders entitled to such payments, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made by them and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying other Lender’s ratable share (according to the proportion of (i) the amount of such paying other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02 hereof, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately forthwith (a) notify turn the same over to the Administrative Agent of such factAgent, in kind, and with such endorsements as may be required to negotiate the same to the Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (b) purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of themthem in accordance with the applicable provisions of this Agreement; provided provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered) and (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by the Borrowers 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), without further interest thereonor (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or participant, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 4.02 may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender’s right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligations (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligation (other than pursuant to the terms of setoffSection 4.3, 4.4, 4.5 or otherwise4.6) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion a fraction having a numerator of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender and a denominator of (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Each Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntaryseverally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower or otherwise) , receives payment on account of the Outstanding Obligations held by it that is ratably more than any other Lender receives in excess payment on account of its ratable share (or the Outstanding Obligations held by such other share contemplated hereunder) thereofLender, such Lender shall immediately then, subject to applicable Laws: (a) notify the Administrative Agent Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such factpayment shall purchase, and shall be deemed to have simultaneously purchased, from the other Lender a participation in the Outstanding Obligations held by the other Lender and shall pay to the other Lender a purchase price in an amount so that the share of the Outstanding Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) purchase such other adjustments and purchases of participations shall be made from the other Lenders such participations in the Loans made by them time to time as shall be necessary equitable to cause such purchasing Lender to ensure that all Lenders share the excess any payment obtained in respect of such Loans or such participations, as the case may be, pro rata Outstanding Obligations ratably in accordance with each Lender’s share of themthe Outstanding Obligations immediately prior to, and without taking into account, the payment; provided that that, if all or any portion of such excess a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender under by Borrower or any Person claiming through or succeeding to the rights of Borrower, the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase of a participation shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according thereof shall be restored to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect extent of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoffrecovery, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participationwithout interest. Each Lender that purchases a participation in the Outstanding Obligations pursuant to this Section 2.10 shall from and after such the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Outstanding Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Outstanding Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if Lender were the original owner of the Obligation purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made portions of the Loan advanced by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans portions of the Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, recovered without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all of its rights of payment (including the right of setoffset-off), but subject to Section 10.09) 9.7 with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 9.8 and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 9.8 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may beLoans, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0911.08) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of principal of or interest on the Loans or the Reimbursement Obligations owed to it by any Borrower in excess of its ratable share (Pro Rata Share or BSub Percentage, respectively, of all payments and other share contemplated hereunder) thereofrecoveries obtained by all Lenders or the applicable BSub Lenders, as the case may be, on account of principal of and interest on such Loans or Reimbursement Obligations, then such Lender shall immediately (a) notify the Administrative Agent and the other applicable Lenders of such fact, fact and (b) purchase from the other Lenders such participations in the Loans made by them and Reimbursement Obligations of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, other recovery pro rata with each of themsuch other Lenders in accordance with their Pro Rata Shares or BSub Percentages, as applicable; provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 8.17 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.098.05) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.072.05(b)(vi), Section 7.03(r)(ii) or as otherwise provided elsewhere herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Lenders, at a cash price equal to the par amount thereof, plus all accrued and unpaid interest and fees thereon, such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) 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 permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0910.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Committed Loans made by it it, the Bankers’ Acceptance Facility or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans made by them or Bankers’ Acceptances and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Committed Loans, Bankers’ Acceptances or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon; provided further that, for purposes of this Section 2.13, and subject to Section 2.01(b)(ii), no Lender other than a Canadian Lender that is a Canadian Resident may purchase any portion of or any interest in a Canadian Loan or Bankers’ Acceptance. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0911.08) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4, 4.5, 4.6 and 4.7) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Each Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntaryseverally agrees that if it, through the exercise of any right of setoff, banker's lien or counterclaim against Borrower or otherwise) , receives payment of the Obligations held by it of a type owed ratably to the various Lenders that is ratably more than any other Lender receives in excess payment of its ratable share (or those Obligations held by such other share contemplated hereunder) thereofLender, such Lender shall immediately then, subject to applicable Laws, (a) notify such Lender exercising the Administrative Agent right of setoff, banker's lien or counterclaim or otherwise receiving such factpayment shall purchase, and shall be deemed to have simultaneously purchased, from the other Lender a participation in the Obligations held by the other Lender and shall pay to the other Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) purchase such other adjustments and purchases of participations shall be made from the other Lenders such participations in the Loans made by them time to time as shall be necessary equitable to cause such purchasing Lender to ensure that all Lenders share the excess any payment obtained in respect of such Loans or such participations, as the case may be, pro rata Obligations ratably in accordance with each Lender's share of themthe Obligations immediately prior to, and without taking into account, the payment; provided that that, if all or any portion of such excess a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender under by Borrower or any Person claiming through or succeeding to the rights of Borrower, the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase of a participation shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according thereof shall be restored to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect extent of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoffrecovery, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participationwithout interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.10 shall from and after such the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased may exercise any and all rights of setoff, banker's lien or counterclaim with respect to the participation as fully as if Lender were the original owner of the Obligation purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or LC Disbursement (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4, 4.5, 4.6, 4.7 and 4.11) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders holding Loans of such type, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans and LC Disbursements made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation in any Loan or LC Disbursement to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.9 may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.10) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after 4.9 applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section 4.9 to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Commercial Bank Lender shall obtain on account of the Loans made by it obtains any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Commercial Bank Loan (other than pursuant to the terms of setoff, or otherwiseARTICLE IV (LIBOR And Tax Provisions)) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Commercial Bank Lenders holding Commercial Bank Loans of such type, such Commercial Bank Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Commercial Bank Lenders (for cash at face value) such participations in the Commercial Bank Loans of such type made by them as shall be necessary to cause such purchasing Commercial Bank Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided that provided, however, that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Commercial Bank Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Commercial Bank Lender that has sold a participation to the purchasing Commercial Bank Lender shall repay to the purchasing Commercial Bank Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Commercial Bank Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Commercial Bank Lender’s required repayment to the purchasing Commercial Bank Lender to (iiy) the total amount so recovered from the purchasing Commercial Bank Lender) of any interest or other amount paid or payable by the purchasing Commercial Bank Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Commercial Bank Lender so purchasing a participation from another Commercial Bank Lender pursuant to this Section 3.14(a) may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.0910.14 (Right of Setoff)) with respect to such participation as fully as if such Lender Commercial Bank Loan were the direct creditor of the Borrower in the amount of such participation. Each The provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Commercial Bank Lender that purchases as consideration for the assignment or sale of a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion in any of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedits Commercial Bank Loans.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a set off to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying LenderLxxxxx’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower Bxxxxxxx agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 10.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.0910.08) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this Section shall not be construed to apply to (x) the application of Cash Collateral provided for in Section 2.16 or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply).

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4, 4.5 and 4.6) in excess of its ratable pro rata share (of payments pursuant to Section 4.7, then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Credit Extensions made by them (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Appropriate Lender shall be shared on a pro rata basis only with other Appropriate Lenders. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligations (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) 10.09 with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Committed Loans made by it it, or the participations in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans made by them and/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 Lender to share the excess payment in respect of such Committed Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0911.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers 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 Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or Swing Line Loans to any assignee or participant, other than an assignment to the Company or any Affiliate thereof (as to which the provisions of this Section shall apply). Each Loan Party 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 such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of setoff, setoff or otherwise) on account of the Loan (other than pursuant to the terms of Sections 4.3, 4.4, 4.5, 4.6 and 4.7) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.11) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account To the extent permitted by applicable Bank Legal Requirements and subject to the provisions of the Loans made Intercreditor Agreement, each Bank agrees that (i) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of setoff, set-off or counterclaim or otherwise) in excess , it shall receive payment of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify a proportion of the Administrative Agent aggregate amount due with respect to its Percentage Interest in the Loans and Letter of such fact, and Credit Exposure which is greater than (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total aggregate amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) due with respect to such participation as fully as other Bank's Percentage Interest in the Loans and Letter of Credit Exposure and (ii) if such Lender were inequality shall continue for more than 10 days, the direct creditor of Borrower Bank receiving such proportionately greater payment shall purchase participations in the amount Percentage Interests in the Loans and Letter of Credit Exposure held by the other Banks, and such other adjustments shall be made from time to time (including rescission of such participation. Each Lender purchases of participations in the event the unequal payment originally received is recovered from such Bank through bankruptcy proceedings or otherwise), as may be required so that purchases a participation pursuant to this Section 2.10 shall from all such payments of principal and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement interest with respect to the portion Loans and Letter of Credit Exposure held by the Banks shall be shared by the Banks pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.5 shall not impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of Borrower other than Borrower's Indebtedness with respect to the Loans and Letter of Credit Exposure. Each Bank that grants a participation in the Loans and Commitments to a Credit Participant shall require as a condition to the granting of such participation that such Participant agree to share payments received in respect of the Obligations purchased Indebtedness as provided in this Section 10.5. The provisions of this Section 10.5 are for the sole and exclusive benefit of the Banks and no failure of any Bank to comply with the terms hereof shall be available to either Borrower as a defense to the same extent as though the purchasing Lender were the original owner payment of the Obligations purchasedLoans.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)or required by court order, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) 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 permitted hereunder or (C) any receipt or recovery by a Lender in its capacity as an Alternative L/C Issuer at any time prior to the Administrative Agent having exercised any of its rights under Section 8.02 or Section 2.05(b)(ix)(B) (an “Acceleration Event”); provided that, following the occurrence of an Acceleration Event, the provisions of this paragraph shall apply to all receipts and recoveries by Alternative L/C Issuers. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (e)(i) of the definition of “Indemnified Taxes”, a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07including the application of funds arising from the existence of a Defaulting Lender), any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations or in Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) the application of Cash Collateral provided for in Section 2.18, (B) the assignments and participations (including by means of a Dutch auction or similar procedures as set forth in Section 2.05(a)(vi)) described in Section 10.07, (C) the incurrence of any Rollover Indebtedness in accordance with Section 2.05(a)(v) or Section 2.05(b)(ix), any Incremental Term Loans or Incremental Revolving Loans in accordance with Section 2.14, any Specified Refinancing Debt in accordance with Section 2.20, any Extension in accordance with Section 2.15 and any Permitted Debt Exchange Notes in accordance with Section 2.16, (D) any loan modification offer described in Section 10.01 or (E) any applicable circumstances contemplated by Sections 2.19 or 3.07.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a set off to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Credit Extensions owing to it in excess of its ratable share (or other share contemplated hereunder) thereofPro Rata Share of payments on account of the Credit Extensions obtained by all the Lenders, then such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by Credit Extensions owing to them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section or any other provision of this Agreement may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)or required by court order, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) 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 permitted hereunder or (C) any receipt or recovery by a Lender in its capacity as an Alternative L/C Issuer at any time prior to the Administrative Agent having exercised any of its rights under Section 8.02 or Section 2.05(b)(ix)(B) (an “Acceleration Event”); provided that, following the occurrence of an Acceleration Event, the provisions of this paragraph shall apply to all receipts and recoveries by Alternative L/C Issuers. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (f)(i) of the definition of “Indemnified Taxes”, a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of setoff, set-off or otherwise) on account of the Loan (other than pursuant to the terms of Sections 4.2(c), 4.3, 4.4, 4.5, 4.6 and 4.7) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lenderselling Xxxxxx’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.11) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a set-off to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02 hereof, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately forthwith (a) notify turn the same over to Administrative Agent of such factAgent, in kind, and with such endorsements as may be required to negotiate the same to Administrative Agent, or in immediately available funds, as applicable, for the account of all of the Lenders and for application to the Obligations in accordance with the applicable provisions of this Agreement, or (b) purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of themthem in accordance with the applicable provisions of this Agreement; provided provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovered and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrower 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), without further interest thereonor (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender's right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligations (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of setoff, setoff or otherwise) on account of any Loan (other than pursuant to the terms of Sections 2.9(c), 2.10(b), 4.1, 4.3, 4.4, 4.5 and 10.4) or participation in LC Disbursements in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Revolving Loans and participations in LC Disbursements made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a set off to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 2.09 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligation (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.072.05(c), Section 2.15, Section 7.03(s), Section 10.07 or as otherwise provided elsewhere herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of setoff, setoff or otherwise) on account of the Loans (other than pursuant to the terms of Section 5.03(e)) in excess of its ratable pro rata share (or of the total funded Loans hereunder of payments entitled pursuant to the other share contemplated hereunder) thereofprovisions of this Section 11.16, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans extensions of credit made by them such other Lenders (without recourse, representation or warranty) as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter required to be returned or otherwise recovered from the such purchasing Lender under any Lender, such portion of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount ratable extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest return or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery, without further interest thereoninterest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.16 may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.0914.16) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation). Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after 11.16 applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section 11.16 to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim. SECTION 11.17.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Revolving Loans made by it it, or the participations in the L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent Agent, of such fact, and (b) purchase from the other Lenders such participations in the Revolving Loans made by them them, and/or such subparticipations in the participations in L/C Obligations held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Revolving Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, Each Purchaser severally agrees that if it receives (i) payment of principal on the Maturity Date (as defined in the Notes) or (ii) payment of the Prepayment Price (as defined in the Notes) in an amount that is ratably more than any other than as expressly provided elsewhere herein Purchaser (including, without limitation, in Section 10.07based on the principal amount of the Notes held by such Purchaser relative to the principal amount of the Notes outstanding), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately then: (a) notify the Administrative Agent Purchaser receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from the other Purchasers a participation in the Notes held by the other Purchasers (in the case of (i) above) or the Notes held by the other Purchasers being prepaid at such time (in the case of (ii) above) and shall pay to the other Purchasers a purchase price in an amount so that the share of the Notes held by each Purchaser after the receipt of such fact, payment shall be in the same proportion that existed prior to the receipt of such payment; and (b) purchase such other adjustments and purchases of participations shall be made from the other Lenders such participations in the Loans made by them time to time as shall be necessary equitable to cause ensure that all Purchasers share any such purchasing Lender to share the excess payment in respect of such Loans or such participations, ratably as the case may be, pro rata with each of themaforesaid; provided that that, if all or any portion of a disproportionate payment obtained as a result of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into Purchaser by the purchasing Lender in its discretion)Company or any Person claiming through or succeeding to the rights of Company, such the purchase of a participation shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according thereof shall be restored to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect extent of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoffrecovery, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participationwithout interest. Each Lender Purchaser that purchases a participation pursuant to this Section 2.10 shall from and after such the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement and the other Transaction Documents with respect to the portion of the Obligations Notes purchased to the same extent as though the purchasing Lender Purchaser were the original owner of the Obligations Notes purchased. The Company expressly consents to the foregoing arrangements and agrees that any Purchaser holding a participation in a Note so purchased may exercise any and all rights with respect to the participation as fully as if such Purchaser were the original owner of the Note purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participationsLoans; provided, as the case may behowever, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 9.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.099.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Funding Agent or any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of any Advance made by it (other than pursuant to Section 2.11) or other Obligation under the Transaction Documents in excess of its ratable share (of payments and other recoveries obtained by all Lenders on account of the Advances or other share contemplated hereunder) thereofObligations under the Transaction Documents then held by them, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase at par from the other Lenders such participations participation in the Loans made Advances or other Obligations under the Transaction Documents held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (i) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation recovered [***] = Certain information has been excluded from another Lender may, this exhibit because it is both not material and would likely cause harm to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as company if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedpublicly disclosed.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)or required by court order, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) 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 permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (v)(a) of the definition of Indemnified Taxes, a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made Several Letters of Credit or the Letter of Credit Participation held by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in Letters of Credit Issued by them, and/or such subparticipations in the Loans made Letter of Credit Participations held by them them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Several Letters of Credit or such participationsLetter of Credit Participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 §3.1.3 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09§14.2) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Reimbursement and Pledge Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all of its rights of payment (including the any right of setoffset-off, but subject to Section 10.099.9) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)or required by court order, any Lender shall obtain payment in respect of any principal or interest on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (B) 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 permitted hereunder or (C) any receipt or recovery by a Lender in its capacity as an Alternative L/C Issuer at any time prior to the Administrative Agent having exercised any of its rights under Section 8.02 (an “Acceleration Event”); following the occurrence of an Acceleration Event, the provisions of this paragraph shall apply to all receipts and recoveries by Alternative L/C Issuers. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For purposes of subclause (vi)(a) of the definition of Indemnified Taxes, a Lender that acquires a participation pursuant to this Section 2.13 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0911.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoff, or otherwiseSection 4.1) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.5) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Facility Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may beLoans, pro rata with each of them; provided provided, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 9.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.099.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Facility Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.10 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans of any Type made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans of such Type made by them and/or such subparticipations in the participations in L/C Obligations, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Type of Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. IfIf any Note Purchaser (each, a “Benefited Holder”) shall at any time receive any payment of all or part of any of its Notes, or interest therein, or receive any Collateral in respect thereof (whether voluntarily or involuntarily or by set-off) in a greater proportion than any such payment to or Collateral received by any other than as expressly provided elsewhere herein (includingNote Purchaser, without limitationif any, in Section 10.07), any Lender shall obtain on account respect of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffsuch other Note Purchaser’s Notes, or otherwise) in excess interest therein, and such greater proportionate payment or receipt of its ratable share (or other share contemplated Collateral is not expressly permitted hereunder) thereof, such Lender Benefited Holder shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase for cash from the other Lenders Note Purchasers a participation in such participations in portion of each such other Note Purchaser’s Notes, or shall provide such other Note Purchaser with the Loans made by them benefits of any such Collateral, or the proceeds thereof, as shall be necessary to cause such purchasing Lender Benefited Holder to share the excess payment in respect or benefits of such Loans Collateral or such participations, as the case may be, pro rata proceeds ratably with each of themthe other Note Purchasers; provided provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)such Benefited Holder, such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid thereforand benefits returned, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount extent of such paying Lender’s required repayment recovery, but without interest. The Issuer consents to (ii) the total amount foregoing and agrees, to the extent it may effectively do 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 recoveredunder Applicable Law, without further interest thereon. Borrower agrees that any Lender each Note Purchaser so purchasing a participation from portion of another Lender may, to the fullest extent permitted by applicable Law, Note Purchaser’s Notes may exercise all its rights of payment (including the right rights of setoff, but subject to Section 10.09set-off) with respect to such participation portion as fully as if such Lender Note Purchaser were the direct creditor of Borrower in the amount holder of such participation. Each Lender that purchases a portion, and the obligations owing to each such purchasing Note Purchaser in respect of such participation pursuant to this Section 2.10 and such purchased portion of any other Note Purchaser’s Notes shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion be part of the Obligations purchased to secured by the same extent as though the purchasing Lender were the original owner of the Obligations purchasedCollateral.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify a)notify the Administrative Agent of such fact, and (b) purchase b)purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0910.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender (a “Benefitted Lender”) shall obtain on account at any time receive any payment of all or part of the Loans made by it Obligations owing to it, or interest thereon, or receive any payment collateral in respect thereof (whether voluntaryvoluntarily or involuntarily, involuntary, through the exercise of any right of setoffby set-off, or otherwise) ), in excess a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of its ratable share (such other Lender’s Obligations owing to it, or other share contemplated hereunder) thereofinterest thereon, then such Benefitted Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase for cash from the other Lenders a participating interest in such participations in portion of each such other Lender’s Obligations owing to it, or shall provide such other Lenders with the Loans made by them benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such purchasing Benefitted Lender to share the excess payment in respect or benefits of such Loans collateral or such participationsproceeds ratably with all Lenders; provided, as the case may behowever, pro rata with each of them; provided that if all or any portion of such excess payment or benefits is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)such Benefitted Lender, then such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid thereforand benefits returned, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount extent of such paying Lender’s recovery, but without interest except to the extent that such Benefitted Lender is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereonon such recovery. Borrower agrees that any Lender so purchasing a participation from another a Lender pursuant to this Section 2.11(b) may, to the fullest extent permitted by applicable LawApplicable Laws, exercise all of its rights of payment (including the right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender Person were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.11(b) and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.11(b) shall from and after such purchase have the right to give all notices, requests, demands, directions directions, and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations Obligation purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender (a "BENEFITED LENDER") shall obtain on account at any time receive any payment of all or part of the Loans made by it Borrowings or participations in Unreimbursed Amounts owing to it, or interest thereon, or receive any payment collateral in respect thereof (whether voluntaryvoluntarily or involuntarily, involuntary, through the exercise of any right of setoffby set-off, or otherwise) ), in excess a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of its ratable share (such other Lender's Borrowings owing to it, or other share contemplated hereunder) thereofinterest thereon, then such Benefited Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase for cash from the other Lenders a participating interest in such participations in portion of each such other Lender's Borrowings owing to it, or shall provide such other Lenders with the Loans made by them benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such purchasing Benefited Lender to share the excess payment in respect or benefits of such Loans collateral or such participationsproceeds ratably with all Lenders; provided, as the case may behowever, pro rata with each of them; provided that if all or any portion of such excess payment or benefits is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)such Benefited Lender, then such purchase shall to that extent be rescinded rescinded, and each other Lender shall repay to the purchasing Lender the purchase price paid thereforand benefits returned, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovery, but without further interest thereoninterest. Borrower agrees that any Lender so purchasing a participation from another a Lender pursuant to this SECTION 3.8(b) may, to the fullest extent permitted by applicable LawLegal Requirements, exercise all of its rights of payment (including the right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender Person were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02 hereof, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovered and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrowers 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 and any payment of an amendment, without further interest thereonconsent or waiver fee to consenting Lenders pursuant to an effective amendment, consent or waiver with respect to this Agreement), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender’s right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made portions of the Loan advanced by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans portions of the Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, recovered without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all of its rights of payment (including the right of setoffset-off), but subject to Section 10.09) 9.7 with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 9.8 and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 9.8 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. IfExcept as otherwise provided herein, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (ai) notify the Administrative Agent or the Revolving Agent of such fact, fact and (bii) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each other Lender shall to that extent be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying other Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon). Borrower Each Credit Party jointly and severally agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.04(b) may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender’s right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower such Credit Party in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders of the same class such participations in the Loans of the same class made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. For the avoidance of doubt, the provisions of this Section 2.13 shall not be construed to apply to (A) the assignments and participations (including by means of a Dutch Auction) described in Sections 2.05(c) and 10.07 or (B) the incurrence of any Specified Refinancing Debt in accordance with Section 2.19.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying LenderXxxxxx’s ratable share (according to the proportion of (i) the amount of such paying LenderXxxxxx’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon, (y) the provisions of this Section 2.13 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Obligations to any assignee or participant and (z) the provisions of this Section 2.13 shall not be construed to apply to any disproportionate payment obtained by a Lender of any Class as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Commitments of that Class or any amendment to the Applicable Rate (or other pricing term, including any fee, discount or premium) and/or any other amendment in respect of Loans or Commitments of Lenders that have consented to any such amendment. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made portions of the Loan advanced by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans portions of the Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans portions of the Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 6.4 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, recovered without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoffset-off), but subject to Section 10.09) 6.7 with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Lender shall obtain on account of the Loans made by it obtains any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoff, or otherwiseARTICLE IV (Eurodollar Rate and Tax Provisions)) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders holding Loans of such type, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders holding Loans of such type such participations in the Loans of such type made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender that has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iiy) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.13 may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the right of setoff, but subject pursuant to Section 10.0911.14 (Right of Setoff)) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided , however , that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 12.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0912.09 ) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Lender Bank shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of set off or otherwise) on account of any right Loan or any Letter of setoffCredit Liability (other than pursuant to the terms of Sections 4.3, or otherwise4.4 4.5 and 4.6) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Banks, such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders Banks such participations in the Loans made by them and Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Bank, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender Bank which has sold a participation to the purchasing Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying Lender’s selling Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s selling Bank's required repayment to (ii) the purchasing Bank to the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender Bank were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a participation pursuant secured claim in lieu of a set off to which this Section 2.10 shall from and after applies, such purchase have Bank shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Committed Loans or Term Loans, as the case may be, made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans or Term Loans, as the case may be, made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Committed Loan or Term Loans, as the case may be, or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of any right of setoff, setoff or otherwise) on account of any Loan (other than pursuant to the terms of Sections 2.10(b), 4.1, 4.3, 4.4, 4.5 and 10.4) or participation in LC Disbursements or Swingline Loans in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) 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, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a set off to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of principal of or interest on the Loans, the Reimbursement Obligations or participations in Swingline Loans owed to it by any Borrower in excess of its ratable share (Pro Rata Share or BSub Percentage, respectively, of all payments and other share contemplated hereunder) thereofrecoveries obtained by all Lenders or the applicable BSub Lenders, as the case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swingline Loans, then such Lender shall immediately (a) notify the Administrative Agent and the other applicable Lenders (including the Swingline Lender) of such fact, fact and (b) purchase from the other Lenders such participations in the Loans, Reimbursement Obligations and participations in Swingline Loans made by them of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, other recovery pro rata with each of themsuch other Lenders in accordance with their Pro Rata Shares or BSub Percentages, as applicable; provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in the L/C Obligations, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, and/or such subparticipations in the participations in L/C Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Loan or such participations, as the case may be, pro rata with each of them; provided PROVIDED, HOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section SECTION 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, setoff or otherwise) on account of the Loans made by it or its participation in Letters of Credit in excess of its ratable pro rata share (or other share contemplated hereunder) thereofof such payment as provided for in this Credit Agreement, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment accruing to all Lenders in respect of such Loans or such participationsaccordance with their respective ratable shares as provided for in this Credit Agreement; provided, as the case may behowever, pro rata with each of them; provided that if all -------- -------- or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of or any interest or other amount paid or payable by the purchasing Lender in respect of to the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.8 may, to the ----------- fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it (excluding any amounts applied by the Swing Line Lender to outstanding Swing Line Loans), any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise, but excluding any payments made to a Lender in error by the Administrative Agent (which such payments shall be returned by the Lender to the Administrative Agent immediately upon such Lender’s obtaining knowledge that such payment was made in error)) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that (i) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) 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, without further interest thereonthereon and (ii) the provisions of this Section shall not be construed to apply to any payment obtained by the L/C Issuer or the Swing Line Lender to secure the obligations of Defaulting Lenders or Impacted Lenders to fund such risk participations. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Credit Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Revolving Credit Loans made by it it, or the participations in Letter of Credit Usage, Swing Loans or Extraordinary Advances held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participations in the Revolving Credit Loans made by them and/or such subparticipations in the participations in Letter of Credit Usage, Swing Loans or Extraordinary Advances held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Revolving Credit Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 10.05 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.0910.08) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrower in the amount of such participation; provided further that, so long as the Obligations under the Loan Documents shall not have been accelerated, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The provisions of this Section 2.13 shall not be construed to apply to (x) the application of cash collateral held in connection with Letter of Credit Exposure that has been Cash Collateralized or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Loans or subparticipations in Letter of Credit Usage, Swing Loans or Extraordinary Advances to any assignee or participant, other than an assignment to any Borrower or any Affiliate thereof (as to which the provisions of this Section 2.13 shall apply).

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such applicable Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 15.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0915.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans Term Loan made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Term Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Term Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0911.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. IfExcept as otherwise provided herein, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each other Lender shall to that extent be rescinded and each such other Lender shall repay to the purchasing Lender the amount of the purchase price paid therefor, made under this SECTION 3.03(b) to the extent of such recovery together with an amount equal to such paying other Lender’s ratable share (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon). Borrower Each Credit Party agrees that any Lender so purchasing a participation from another Lender pursuant to this SECTION 3.03(b) may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender’s right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower such Credit Party in the amount of such participation. Each If a Non-Funding Lender that purchases a participation pursuant to receives any such payment as described in this Section 2.10 SECTION 3.03(b), such Lender shall from and after turn over such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect payments to the portion of Administrative Agent in an amount that would satisfy the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedcash collateral requirements set forth in SECTION 2.09(a)(i).

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Term Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent Agent, of such fact, and (b) purchase from the other Lenders such participations in the Term Loans made by them them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Term Loan or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligation (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)or required by court order, any Lender shall obtain payment of any principal of or interest on account of the Loans made by it it, or payment in respect of the participations in LC Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in LC Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of any principal of or interest on such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrowers or application of funds pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender), (B) 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 permitted hereunder, (C) [reserved], (D) in connection with a transaction pursuant to an Extension Amendment or Incremental Amendment, (E) the application of Cash Collateral as provided herein (including the application of funds arising from the existence of a Defaulting Lender) or (F) non-pro rata payments and repayments permitted pursuant to Section 2.16(b). The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were was the direct creditor of Borrower the Borrowers 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Notwithstanding anything to the contrary contained in this Section 2.13 or elsewhere in this Agreement, the Borrower may extend the final maturity of Revolving Credit Commitments in connection with an Extension that is permitted under Section 2.16 without being obligated to effect such extensions on a pro rata basis among the Lenders (it being understood that no such extension (i) shall constitute a payment or prepayment of Revolving Credit Loans, as applicable, for purposes of this Section 2.13. Furthermore, the Borrower may take all actions contemplated by Section 2.16 in connection with any Extension (including modifying pricing, amortization and repayments or prepayments), and in each case such actions shall be permitted, and the differing payments contemplated therein shall be permitted without giving rise to any violation of this Section 2.13 or any other provision of this Agreement.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Payment Agent of such fact, and (b) purchase from the other Lenders under the Facility in respect of which such excess payment was made such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.0911.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Payment Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that (x) if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereonthereon and (y) the provisions of this Section shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or (B) any payment obtained by a Lender pursuant to Section 2.16 or as consideration for any assignment or participation pursuant to Section 11.07. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.0911.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, pursuant to Section 2.02(b)(vi) or in Section 10.07), any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunderhereunder subject to the priorities set forth herein) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.09 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.09 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan or Reimbursement Obligations (other than pursuant to the terms of setoffSections 4.3, or otherwise4.4 and 4.5) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders entitled thereto, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations participation in the Loans Credit Extensions made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.094.9) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Borrower in the amount of such participation. Each If under any applicable bankruptcy, insolvency or other similar law, any Lender that purchases receives a participation pursuant secured claim in lieu of a setoff to which this Section 2.10 shall from and after applies, such purchase have Lender shall, to the right to give all noticesextent practicable, requests, demands, directions and other communications exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Agreement with respect Section to share in the portion benefits of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedany recovery on such secured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitationin this Agreement, in Section 10.07)the Fee Letter, in any Assignment and Assumption permitted hereunder or in any participation agreement with a Participant permitted hereunder, any Lender shall obtain on account of the Loans made by it it, or Letter of Credit Liabilities or Swingline Exposures held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them them, and/or such subparticipations in Letter of Credit Liabilities and Swingline Exposures held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided , provided, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 12.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.0912.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers 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 2.13 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02 hereof, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered) and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement, without further interest thereonor (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 4.02 may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender's right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.9482/74344-002 current/44725066v15

Sharing of Payments. If, other than Except as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.02, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, set-off or otherwise) on account of any Obligation in excess of its ratable share (or other share contemplated hereunder) thereofof payments on account of similar obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereonand (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrowers 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 and any payment of an amendment, consent or waiver fee to consenting Lenders pursuant to an effective amendment, consent or waiver with respect to this Agreement), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by applicable Lawlaw, exercise all of its rights of payment (including the Lender’s right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), any Lender shall obtain on account of its Pro Rata Share of the Loans Term Loan made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately promptly (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans Pro Rata Share of the Term Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans the Term Loan or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Law, exercise all its rights of payment (including the right of setoff, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 2.09 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of setoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may beLoans, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject to Section 10.0911.10) with respect to such participation as fully as if such Lender were the direct creditor of 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 2.14 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 2.14 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), If any Lender shall obtain on account of the Loans made by it any payment (whether voluntarymade voluntarily or involuntarily, involuntary, or through the exercise of any right of setoffset-off, or otherwise) on account of the Revolving Loans made by it or its participations in the Letter of Credit Obligations in excess of its ratable share (Proportionate Share of payments on account of the Revolving Loans or other share contemplated hereunder) thereofLetter of Credit Obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase from the other Lenders such participations in the Revolving Loans made by them or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata ratably with each of them; provided provided, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each other Lender shall to that extent be rescinded and each such other Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such recovery, together with an amount equal to such paying other Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of to the total amount so recovered, without further interest thereon. Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender maypursuant to this Section 2.5, to the fullest extent permitted by applicable Lawlaw, may exercise all of its rights of payment (including the right of setoff, but subject to Section 10.09set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)herein, any Lender shall obtain on account of the any Committed Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Committed Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 2.14 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)2.12 or elsewhere herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may beLoans, pro rata with each of them; provided provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07)------------------- herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations held by it, any payment (whether voluntary, involuntary, through the exercise of any right of setoffset-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans Loan or such participations, as the case may be, pro rata with each of them; provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoffset-off, but subject to Section 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower 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 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein (including, without limitation, in Section 10.07), a) If any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise by application of setoff or otherwise) on account of any right Loan (other than pursuant to the terms of setoff, or otherwiseArticle IV (Eurodollar Rate and Tax Provisions)) in excess of its ratable pro rata share (of payments then or other share contemplated hereunder) thereoftherewith obtained by all Lenders holding Loans of such type, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata other recovery ratably with each of them; provided provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender that has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ix) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iiy) 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, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.15 may, to the fullest extent permitted by applicable Lawlaw, exercise all its rights of payment (including the right of setoff, but subject pursuant to Section 10.0911.15 (Rights of Setoff)) with respect to such participation as fully as if such Lender were the direct creditor of Borrower the Borrowers in the amount of such participation. Each Lender that purchases a participation pursuant to this Section 2.10 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.