Common use of Sharing of Recoveries Clause in Contracts

Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lenders; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that (a) Each Lender payments made pursuant to terms of a Subsidiary Guarantee or (b) payments (other than regularly scheduled payments of principal and interest) made with respect to the 1996 Notes by THC Systems, Inc. (collectively, "Sharing Payments" or individually, a "Sharing Payment") (x) within 90 days prior to the commencement of a Bankruptcy Proceeding or at any time thereafter with respect to any Subsidiary Guarantor or THC Systems, Inc. (with respect to the 1996 Note Agreement) or the Parent or (y) following the acceleration of the 1992 Notes or the 1996 Notes or the Loans, shall be shared so that each Creditor shall receive its Pro Rata Share of Sharing Payments. Accordingly, each Creditor hereby agrees that, if, for any reason, including as a result of that in the event (ia) the exercise of any right of counterclaim, set-off, banker’s lien an event described in clauses (x) or similar right(y) above shall have occurred, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender Creditor shall receive a Sharing Payment (a "Receiving Creditor"), and (c) any other Creditor shall not concurrently receive its Pro Rata Share of Sharing Payments from the same Subsidiary Guarantor or THC Systems, Inc. in connection with Sharing Payments made pursuant to clause (b) above, then the Receiving Creditor shall promptly remit the Excess Sharing Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment of a proportion of the aggregate amount due (and payable to it hereunder as principal of or interest on the Loans that is greater than the proportion received any other payments then being made by any other Lender in respect Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share of the aggregate of Sharing Payments. Any such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon be and shall be made in consideration of the receipt purchase for cash at face value, but without recourse, ratably from the other Creditors of such payment) in the rights amount of the 1992 Notes or the 1996 Notes or Loans (or interest therein), as the case may be, to the extent necessary to cause such Creditor to share such Excess Sharing Payment with the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the LendersCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Sharing Payment or part of such proportionately greater payment received by the purchasing Lender thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guarantor or on behalf by THC Systems, Inc. in connection with Sharing Payments made pursuant to clause (b) of such Lenderthe preceding paragraph (including, such purchases without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Lender price restored as to the extent portion of such recoveryExcess Sharing Payment so recovered, but without interest (unless the purchasing Lender is required interest; and provided further nothing herein contained shall obligate any Creditor to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject resort to any condition imposed on a Lender hereunder with respect thereto) and may exercise setoff, application of deposit balance or other means of payment or avail itself of any and all rights recourse by resort to any property of set-off with respect THC Systems, Inc. or the Parent or any Subsidiary Guarantor, the taking of any such action to such participation as fully as though remain within the Borrower were directly indebted to the holder absolute discretion of such participation for Loans in the amount Creditor without obligation of any kind to other Creditors to take any such participationaction.

Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law proceeding being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of the Borrower from such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). So long as the purchasing Lender has not advised it to the contrary, each selling Lender may assume, for purposes of Section 9.09(b), that no Tax is required to withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment by the Borrower to or for the account of such Lender under the Loan Documents. The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.081.13, 1.097.02, 1.107.03, 8.02 7.04, 7.05, 7.06, 9.02 and 8.07 9.07 (subject to any condition imposed on a Lender hereunder with respect thereto, including delivery of the forms and certificates required under Section 1.13(a)(iii)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.141.21, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or Letter of Credit Participations or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among rata; provided, however, that no such participation shall be deemed to have been so purchased in any Bid Rate Loans of any of the Lendersother Banks; provided provided, further, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 1.22 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.081.14, 1.091.15, 1.101.16, 8.02 1.19, 1.20, 8.02, and 8.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 1.19(a)(iv)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.141.13, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). So long as the purchasing Bank has not advised it to the contrary, each selling Bank may assume, for purposes of Section 9.09(b), that no Tax is required to withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment by the Borrower to or for the account of such Bank under the Loan Documents. The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank hereunder including but not limited to rights under Sections 1.081.11(c) and (d), 1.097.02, 1.107.03, 8.02 7.04, 7.05, 7.06, 7.07 9.02 and 8.07 9.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 1.11(e)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the BorrowerBorrower and any Guarantor, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower or any Guarantor in a manner contrary to the provisions of Section 1.142.10, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations Participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower or any Guarantor from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 8.12 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.082.10, 1.097.4, 1.10, 8.02 7.5 and 8.07 7.7 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each The Agent, the Issuer and each Lender agrees that, that --------------------- if, for any reasonreason (whether voluntary, including as a result of (i) involuntary, through the exercise of any right of counterclaim, set-off, banker’s lien off or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14otherwise), such Lender shall receive Person receives payment of a proportion of the aggregate amount of Obligations due and payable to it hereunder as principal of or interest on the Loans that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunderits allocable share thereof, then the Lender Person receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders applicable Persons hereunder so that all such recoveries with respect to such amounts due and payable hereunder the Obligations (net of costs of collection) shall be pro rata properly allocated among the LendersPersons entitled to the same; provided provided, however, that if all or part of such -------- ------- proportionately greater payment received by the purchasing Lender Person is thereafter recovered by or on behalf of the Borrower from such LenderPerson, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Person to the extent of such recovery, but without interest (unless the purchasing Lender Person is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 8.06 shall, with respect to such participation, to the extent permitted under Governmental Requirements, be entitled to all of the rights of a Lender under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans Obligations in the amount of such participation.

Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of that (i) the if it shall exercise of any right of counterclaim, set-offsetoff, banker’s lien or similar right, (ii) its claim in right or if under any applicable bankruptcy, insolvency or other similar law being deemed Law, it receives any secured by claim, the security for which is a debt owed by it to the Borrower, including a any secured claim deemed secured under Section 506 of the Bankruptcy Code, or and (iiiii) if, as a result of the allocation exercise of payments by the Administrative Agent a right or the Borrower receipt of any secured claim described in a manner contrary to the provisions clause (i) of this Section 1.14or otherwise, such Lender it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the other Loan Documents as principal of principal, interest, fees or interest on the Loans expense reimbursements that is greater than the proportion received by any other Lender in respect of to the aggregate of such amounts due and payable to such other Lender hereunderhereunder and under the other Loan Documents, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done occurred simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder (net and under other Loan Documents by all of costs of collection) the Lenders shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of the Borrower from such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that Any Lender receiving any holder such secured claim shall exercise its rights in respect of such secured claim in a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) shall, manner consistent with respect to such participation, be entitled to all of the rights of a Lender the Lenders entitled under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject this Section to any condition imposed on a Lender hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans share in the amount benefits of any recovery on such participationsecured claim.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.142.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). So long as the purchasing Bank has not advised it to the contrary, each selling Bank may assume, for purposes of Section 10.09(b), that no Tax is required to withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment by the Borrower to or for the account of such Bank under the Loan Documents. The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a10.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.082.13, 1.098.02, 1.108.03, 8.02 8.04, 8.05, 10.02 and 8.07 10.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 2.13(a)(iv)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative any Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Each of LIN Television and the Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 9.09 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.141.15, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower and each Guarantor expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower and each Guarantor were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt "debt" under Section 101(11) of the Bankruptcy Code owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower Each of the Borrowers and the Guarantors expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 10.09 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 10.02 and 8.07 10.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower Loan Parties were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Account Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower any Account Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or Reimbursement Obligations or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Account Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower So long as the purchasing Bank has not advised it to the contrary, each selling Bank may assume, for purposes of Section 10.09(b), that no Tax is required to be withheld or deducted by any Account Party from, or is otherwise payable by any Account Party in connection with, any payment by any Account Party to or for the account of such Bank under the Loan Documents. Each Account Party expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a10.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank hereunder including but not limited to rights under Sections 1.081.12(c) and (d), 1.098.02, 1.108.03, 8.02 8.04, 8.05, 8.06, 8.07, 10.02 and 8.07 10.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 1.12(e)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower such Account Party were directly indebted to the holder of such participation for Loans and Reimbursement Obligations in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans Loans, Drawings or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees agree that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled entitled, to the extent permitted by Applicable Law, to all of the rights of a Lender Bank under Sections 1.087.02 of the Other Credit Facility, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may may, to the extent permitted by Applicable Law, exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were was directly indebted to the holder of such participation for Loans to the Borrower in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any --------------------- reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt "debt" under Section 101(11) of the Bankruptcy Code owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower Each of the Borrowers and the Guarantors expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 10.09 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 10.02 and 8.07 10.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower Loan Parties were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law proceeding being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of principal, interest or interest on the Loans fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided provided, however, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations participation shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) 9.08 and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the BorrowerBorrower and any Guarantor, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower or any Guarantor in a manner contrary to the provisions of Section 1.14SECTION 2.9, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided PROVIDED that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower or any Guarantor from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) SECTION 8.13 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.08SECTIONS 2.9, 1.097.4, 1.10, 8.02 and 8.07 7.5 AND 7.7 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans Loans, Drawings or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees agree that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled entitled, to the extent permitted by Applicable Law, to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may may, to the extent permitted by Applicable Law, exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were was directly indebted to the holder of such participation for Loans to the Borrower in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Liability, which Liability constitutes "debt" under Section 101(11) of the Bankruptcy Code or under the Uniform Fraudulent Conveyance Act or the Uniform Fraudulent Transfer Act, owed by it to the a Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the a Borrower in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among rata; provided, however, that no such participation shall be deemed to have been so purchased in any Bid Rate Loans of any of the Lendersother Banks; provided and provided, further, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of a Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 10.09 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 10.02 and 8.07 10.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower Borrowers were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.141.15, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided PROVIDED that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower and each Guarantor expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower and each Guarantor were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder (A) as principal of or interest on the RC Loans or (B) fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate respective aggregates of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder in such RC Loans or fees, as the case may be, so that all such recoveries with respect to such respective amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided provided, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a10.09(a) shall, with respect to such participation, participation be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 10.02 and 8.07 10.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.141.21, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of principal, interest or interest on the Loans facility fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate)) . The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 11.08 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.089.02, 1.098.03, 1.10, 8.02 11.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) 11.07 and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation. Each Bank agrees to exercise any right of counterclaim, set-off, banker's lien or similar right that it may have in respect of the Borrower in a manner so as to apportion the amount subject to such exercise, on a pro rata basis, between (i) obligations of the Borrower for amounts subject to the sharing provisions of Section 11.08 and (ii) other Liabilities of the Borrower.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.142.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or Unreimbursed Drawings or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided provided, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). So long as the purchasing Bank has not advised it to the contrary, each selling Bank may assume, for purposes of Section 11.09(b), that no Tax is required to withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment by the Borrower to or for the account of such Bank under the Loan Documents. The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a11.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.082.13, 1.099.02, 1.109.03, 8.02 9.04, 9.05, 11.02 and 8.07 11.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 2.13(a)(iv)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.142.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or Unreimbursed Drawings or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided provided, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). So long as the purchasing Bank has not advised it to the contrary, each selling Bank may assume, for purposes of Section 11.09(b), that no Tax is required to be withheld or deducted by the Borrower from, or is otherwise payable by the Borrower in connection with, any payment by the Borrower to or for the account of such Bank under the Loan Documents. The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a11.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.08Section 2.13, 1.09Section 9.02, 1.10Section 9.03, 8.02 and 8.07 Section 9.04, Section 9.05, Section 11.02, Section 11.07 (subject to any condition imposed on a Lender Bank hereunder with respect thereto, including delivery of the forms and certificates required under Section 2.13(a)(iv)) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, Code or (iii) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.141.21, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder (A) as principal of or interest on the Loans or with respect to any LC Participation or any Swing Loan Participation or (B) fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate respective aggregates of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder in such Loans or fees, as the case may be, so that all such recoveries with respect to such respective amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater -------- payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a10.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank as fully as though it were a Bank under Sections 1.081.20, 1.097.02 through 7.06, 1.10, 8.02 10.02 and 8.07 10.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law proceeding being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of principal, interest or interest on the Loans fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided provided, however, that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations participation shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) 9.08 and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent Agent, any Issuing Bank or the Borrower in a manner contrary to the provisions of Section 1.141.12, such Lender shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of principal, interest or interest on the Loans commitment fees that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of the Borrower from such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) 9.08 and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar rightright (including its right under Section 1.11(c)), (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 9.09 shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.097.04, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.may

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.141.15, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower and each Guarantor expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) 9.09 shall, with respect to such participation, be entitled to 55 61 all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower and each Guarantor were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, for any reason, including as a result of (ia) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (iib) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrowerany Loan Party, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iiic) the allocation of payments by the Administrative Agent or the Borrower any Loan Party in a manner contrary to the provisions of Section 1.141.13, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of any Loan Party from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender Bank agrees that, if, --------------------- for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s 's lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt Debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.141.15, such Lender Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans or fees that is greater than the proportion received by any other Lender Bank in respect of the aggregate of such amounts due and payable to such other Lender Bank hereunder, then the Lender Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders Banks hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lendersrata; provided that if all or part of such proportionately greater payment received by the purchasing Lender Bank is thereafter recovered by or on behalf of the Borrower from such LenderBank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender Bank to the extent of such recovery, but without interest (unless the purchasing Lender Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender Bank shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a9.09(a) shall, with respect to such participation, be entitled to all of the rights of a Lender Bank under Sections 1.087.02, 1.09, 1.10, 8.02 9.02 and 8.07 9.08 (subject to any condition imposed on a Lender Bank hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.

Sharing of Recoveries. (a) Each Lender agrees that, if, for any reason, including as a result of (i) the exercise of any right of counterclaim, set-off, banker’s lien or similar right, (ii) its claim in any applicable bankruptcy, insolvency or other similar law being deemed secured by a debt owed by it to the Borrower, including a claim deemed secured under Section 506 of the Bankruptcy Code, or (iii) the allocation of payments by the Administrative Agent or the Borrower in a manner contrary to the provisions of Section 1.14, such Lender shall receive payment of a proportion of the aggregate amount due and payable to it hereunder as principal of or interest on the Loans that is greater than the proportion received by any other Lender in respect of the aggregate of such amounts due and payable to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Lenders hereunder so that all such recoveries with respect to such amounts due and payable hereunder (net of costs of collection) shall be pro rata among the Lenders; provided that if all or part of such proportionately greater payment received by the purchasing Lender is thereafter recovered by or on behalf of such Lender, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Lender to the extent of such recovery, but without interest (unless the purchasing Lender is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Lender shall be required to pay interest at a like rate). The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder so purchased or acquired pursuant to this Section 8.08(a) shall, with respect to such participation, be entitled to all of the rights of a Lender under Sections 1.08, 1.09, 1.10, 8.02 and 8.07 (subject to any condition imposed on a Lender hereunder with respect thereto) and may exercise any and all rights of set-off with respect to such participation as fully as though the Borrower were directly indebted to the holder of such participation for Loans in the amount of such participation.. (b) Each Lender agrees that, in the event it exercises any right of counterclaim, set-off, banker’s lien or similar right that it may have in respect of the Borrower in a manner so as to apportion the amount subject to such exercise, on a pro rata basis, between (i) obligations of the Borrower for amounts subject to the sharing provisions of Section 8.08(a) and (ii) other obligations of the Borrower owing to such Lender in its individual capacity and not as an agent or similar capacity, provided that nothing contained in this Section 8.08 shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefit of, any such right with respect to any other indebtedness or other obligation of the Borrower to such Lender. Section 8.09