Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower Borrowers under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party Borrowers through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party Borrowers to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.10.4, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such a Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under Section 9.2 hereof), banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any portion of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans portion of the Loan made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class the Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its the Loans of a Class made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.3, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the requirements express terms of Section 3.2. this Agreement or Section 11.5.any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitment or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as applicableto which the provisions of this paragraph shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender any Bank shall obtain payment effect payment, in cash or otherwise, of any Facility Fees or any principal of, of or interest on, any of its Loans of on a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s bankers’ lien, counterclaim or similar right right, and such Bank shall have received a greater percentage, in cash or otherwise otherwise, of the Facility Fees or through voluntary prepayments directly the principal or interest then due hereunder to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment such Bank in respect of Specified Derivatives Obligations) not in accordance with its Loans than the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.percentage received by any other Bank, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class Banks participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders Banks in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class Banks shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Facility Fees, principal and interest on the Loans held by each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class Bank so purchasing a participation (or direct interest) in the Loans or made by the other Obligations owed Banks under this Section 5.7 may to such other Lenders of such Class may the extent permitted by applicable law exercise all rights of set-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender Bank were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender Bank to exercise any such right or shall affect the right of any Lender Bank to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan, whether or not acquired pursuant to the foregoing arrangements, may to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation. In the event that any Defaulting Bank shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.9 and, pending such payment, shall be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Banks, and (y) the Defaulting Bank shall provide promptly to the Administrative Agent a statement describing in reasonable detail the obligations owing to such Defaulting Bank as to which it exercised such right of setoff. For the avoidance of doubt, the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Bank as consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply).

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5.10.5, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.10.5, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. (a) If a any Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Note made by it to the Borrower to it under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-set off, banker’s lien, Lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, and, as applicablea result of such payment, such Lender shall have received a greater percentage of the principal or interest then due hereunder by the Borrower to such Lender than the percentage received by any other Lender, it shall promptly (i) notify the Collateral Agent and each other Lender thereof and (ii) purchase from the each other Lenders of such Class Lender participations in (or, if and to the extent specified by each such Lender, direct interests in) the Loans made held by the other Lenders of such Class or other Obligations owed to such other Lenders Lender (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefitexcess payment) pro rata in accordance with the requirements unpaid principal and/or interest on the Loans held by each of Section 3.2. or Section 11.5., as applicablethe Lenders. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans held by any other Lender (or other Obligations owed to such other Lenders of such Class in interest due thereon, as the case may be) may exercise all rights of set-set off, banker’s lienLien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set off to which this Section 2.10 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.10 to share the benefits of any recovery on such secured claim. (b) All proceeds received with respect to the Loans at any time, whether by acceleration or otherwise, shall be applied, first, to reimbursement of expenses and indemnities provided for in this Agreement, including without limitation any costs incurred by the Collateral Agent and/or any Lender in the collection of any Obligation; second, to any fees owed but not yet paid; third, to accrued interest on the Loans; and fourth, in the inverse order of maturity pro rata to principal outstanding on the Loans and other Obligations. (c) Each Credit Party agrees that to the extent any payment is made to or for the account of any Lender, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party under any bankruptcy, insolvency or similar state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the Obligations intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been received.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other payment Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other payment Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other payment Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. or Section 11.5., as applicable4.2, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Unpaid Drawings or Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and shall make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.5., as applicable4.2. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Unpaid Drawings or Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Unpaid Drawings or Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class the Loan made to it by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim counterclaim, or similar right right, or otherwise otherwise, or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.1, Section 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans portion of the Loan made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.1, Section 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans portion of the Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans such portion of such Class the Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under SECTION 9.2 hereof), banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) PRO RATA in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender's Loans to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made to it by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim counterclaim, or similar right right, or otherwise otherwise, or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the any Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the or on behalf of any Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.511.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.511.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any portion of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans portion of the Loan made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class the Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the a Borrower under this Agreement or shall obtain payment on any other Obligation owing by the a Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the or on behalf of a Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the other Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the applicable Loans made by the such other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower Borrowers or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class of such Lender pro rata in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such a Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. Borrower hereby agrees that, in addition to (and without limitation of) any right of set-off, banker's lien or counterclaim a Lender may have hereunder or otherwise, each Lender and Lender Affiliate shall be entitled at its option, to offset balances held by it at any of its offices against any principal of or interest on any Revolving Loans, or any fee or expense payable to the Administrative Agent, the Documentation Agent or the Lenders that is not paid when due (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and the Administrative Agent thereof; provided, that its failure to give such notice shall not affect the validity thereof. If a Lender shall obtain effect payment of any principal ofprincipal, interest, fee or interest on, any of its Loans of a Class made by it to the Borrower expense under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right or otherwise or through voluntary prepayments directly right, it shall be deemed to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect have purchased from each of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements respective amounts of Section 3.2. or Section 11.5., as applicableunpaid principal of and interest on the Revolving Loans made by each of them. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Revolving Loans or other Obligations owed to such made by the other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the Revolving Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrower to such Lender.

Sharing of Payments, Etc. (a) If a any Lender shall obtain from Borrower payment of any principal of, of or interest on, on any Advance owing to it or payment of its Loans of a Class made by it to the Borrower any other amount under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party Document through the exercise of any right of set-off, banker’s 's lien, counterclaim or counterclaim, similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.from Agent as provided herein), and, as applicablea result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Advances or other amounts then due hereunder by Borrower to such Lender than its ratable percentage of such amounts pursuant to its Revolving Credit Commitment, it shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the Advances or such other Lenders of such Class or other Obligations owed amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefitexcess payment) pro rata in accordance with the requirements unpaid principal of Section 3.2. and interest on the Advances or Section 11.5.such other amounts, as applicablerespectively, owing to each of the Lenders. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation . (or direct interestb) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such set-off, banker's lien, or other right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of Borrower. If, under any applicable bankruptcy, insolvency, or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Subsection applies, such Lender shall, to the Borrowerextent practicable, exercise its rights in respect of such secured claim in a matter consistent with the rights of the Lenders entitled under this Subsection to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-offsetoff, banker’s 's lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-offsetoff, banker’s 's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender's Loans to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement (other than Swing Loans made by PNC and Competitive Bid Loans) or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held (other than Swing Loans made by PNC and Competitive Bid Loans) by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.. ​

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5.10.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.10.4, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set‑off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender's share of the Loan to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, any on the portion of its Loans of a Class the Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offset‑off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower Borrowers under this Agreement or shall obtain payment on any other Obligation owing by the Borrower Borrowers or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower Borrowers or any other Loan Party to a Lender (other than a any payment in respect of Specified Secured Derivatives Obligations or Secured Cash Management Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.02 or Section 11.5.10.05, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.02 or Section 11.5.10.05, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers. Notwithstanding the foregoing, the provisions of this Section 3.03 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), or (ii) 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.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, any right of setoff or Lien granted under Section 9.02), banker’s lien's Lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment setoff right in respect of Specified Derivatives Obligations) not in accordance connection with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, any credit extended by such Lender outside this Agreement)), it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s lienbankers' Lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the either Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment payment, if in respect of a Revolving Loan should be distributed to the Revolving Lenders or if in respect of a Term Loan to the same Class Term Loan Lenders, in each case, in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Revolving Loans and or Term Loans, as applicable, made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. The Company agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Company at any of its offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans to the Company hereunder, or any Reimbursement Obligation or other obligation of the Company hereunder, which is not paid when due (regardless of whether such balances are then due to the Company), in which case it shall promptly notify the Company and the Administrative Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any Reimbursement Obligation or other Obligation owing by the Borrower or any other Loan Party obligation then due to such Lender hereunder, through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made made, or Reimbursement Obligations or other obligations held, by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Loans and Reimbursement Obligations or other obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Company agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so Person purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed obligations held, by another Person, whether or not acquired pursuant to such other Lenders of such Class the foregoing arrangements, may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class and Reimbursement Obligations or other obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerCompany.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker’s 's lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-offset‑off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.4, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the requirements express terms of Section 3.2. this Agreement or Section 11.5.any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as applicableto which the provisions of this paragraph shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-offset‑off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. Each of the Credit Parties agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of any of the Credit Parties at any of its offices against any principal of or interest on any of such Lender’s Loans to the Borrower hereunder, such Lender’s Revolving Credit Commitment Percentage of the Letter of Credit Exposure Amount, the Swingline Exposure or any other Obligation of the Borrower hereunder (regardless of whether such Obligations of the Borrower are then due and regardless of whether such offset balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided, that such Lender’s failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment (other than the Swingline Lender obtaining payment of all or any portion of a Swingline Loan) of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, any Letter of Credit Exposure Amount, any Swingline Exposure or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party obligation then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of set-off or lien granted under Section 10.19 hereof), banker’s lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by by, the Letter of Credit Exposure Amount or the Swingline Exposure of, or the other Lenders obligations of such Class or other Obligations owed to such the Borrower hereunder of, the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro-rata in accordance with the requirements of Section 3.2. or Section 11.5., as applicabletheir respective Revolving Credit Commitment Percentages. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Each of the Credit Parties agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made by, Letter of Credit Exposure Amount or the Swingline Exposure of, or other Obligations owed to such obligations hereunder of, the other Lenders of such Class may exercise all rights of set-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans said Loans, Letter of such Class Credit Exposure Amount, Swingline Exposure or other obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable9.5, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.9.5, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable10.5, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.10.5, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class the Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.3, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the requirements express terms of Section 3.2. this Agreement or Section 11.5.any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as applicableto which the provisions of this paragraph shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any the portion of its Loans of a Class the Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim counterclaim, or similar right right, or otherwise otherwise, or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.1, Section 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans portion of the Loan made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.1, Section 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans portion of the Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans such portion of such Class the Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower Borrowers under this Agreement or shall obtain payment on any other Obligation owing by the Borrower Borrowers or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower Borrowers or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.3, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.3, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the requirements express terms of Section 3.2. this Agreement or Section 11.5.any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as applicableto which the provisions of this paragraph shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class the Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class the Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.11.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall shall, subject to Section 3.11 if applicable, share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.11.4, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.3 or Section 11.5.9.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans Loan made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.3 or Section 11.5.9.4, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class the Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If Subject to Section 2.8, if a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under Section 9.2 hereof), banker’s lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem (after giving due consideration to any similar payments obtained by the other Lenders). To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement (other than Swing Loans), on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under Section 9.2 hereof), banker’s lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Subject to Section 4.2 hereof, each Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the any Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the or on behalf of any Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.511.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set‑off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender's Loans to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement (other than Swing Loans made by PNC and Competitive Bid Loans) or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offset‑off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held (other than Swing Loans made by PNC and Competitive Bid Loans) by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or Lien granted under SECTION 9.2 hereof), banker’s lien's Lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) PRO RATA in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s lienbankers' Lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of, of or interest on, on any of its Loans of a Class Advance made by it to the Borrower under this Agreement or shall obtain payment on of any other Obligation owing obligation under the Loan Documents then owed by the Borrower or any other Loan Obligated Party to such Lender, whether voluntary, involuntary, through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly otherwise, in excess of its pro rata share (calculated (i) pursuant to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment Section 3.5 in respect of Specified Derivatives Obligationsletter of credit fees, and (ii) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders for all other of the same Class in accordance with Section 3.2. or Section 11.5.Primary Obligations on the basis of the unpaid principal of and interest on the Tranche A Loan, as applicablethe Tranche B Loan, the Tranche C Loan, the Swing Loan, LC Participations and SL Participations held by it), such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Primary Obligations owed to such other Lenders them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable, necessary to the end that all the Lenders of cause such Class shall purchasing Lender to share the benefit excess payment ratably with each of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) the other Lenders in accordance with the requirements of Section 3.2. or Section 11.5., as applicableits pro rata portion thereof. To such end, all of the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such Advances and LC Participations made by the other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans Advances to, or Letter of such Class Credit Disbursements for the account of, the Borrower in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable; provided that the provisions of this Section 3.3 shall not be construed to apply to (x) the application of Cash Collateral provided for in Section 3.9(f) or (y) any payment obtained by the Lender as consideration for the assignment of, or sale of a participation in, any of its Letters of Credit to any assignee or participant, other than the Borrower or any of its Subsidiaries or Affiliates (as to which the provisions of this Section shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right NAI-1502661059v7 47 or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. (a) The Borrower agrees that, in addition to (and without limitation of) any right of setoff, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender’s Loans to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof. (b) If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement (other than Swing Loans made by PNC and Competitive Bid Loans) or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offsetoff, banker’s lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held (other than Swing Loans made by PNC and Competitive Bid Loans) by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender Lender, or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement Agreement, and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable10.5, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5.10.5, as applicable. To such end, all the Lenders obtaining any such payment (including by purchase of such Class any participation) shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. (i) If a any Lender shall obtain from any Borrower payment of any principal of, of or interest on, on the Loan owing or payment of any of its Loans of a Class made by it to the Borrower other amount under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party Document through the exercise of any right of set-set off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.from Administrative Agent as provided herein), and, as applicablea result of such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loan or such other amounts then due hereunder or thereunder by Borrowers to such Lender than the percentage received by any other Lender, it shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the Loan or such other Lenders of such Class or other Obligations owed amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses which that may actually be incurred by such Lender in obtaining or preserving such benefitexcess payment) pro rata in accordance with the requirements unpaid principal of Section 3.2. and/or interest on the Loans or Section 11.5.such other amounts, as applicablerespectively, owing to each of the Lenders. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees . (ii) Borrowers agree that any Lender of such Class so purchasing such a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-set off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of the Loan or other amounts (as the case may be) owing to such Class Lender in the amount of such participation. . (iii) Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of Borrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set off to which this Section 2.14(b)(iii) applies, such Lender shall, to the Borrowerextent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 2.14(b)(iii) to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender Lender, or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement Agreement, and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or of Section 10.5., as applicable; provided, however, that, with respect to any such voluntary prepayment directly to such Lender that is identified as payment for a certain Class of Loans, so long as no Event of Default exists, such Lender shall promptly purchase only from the other Lenders of the same Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders obtaining any such payment (including by purchase of such Class any participation) shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if any such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans (or if purchasing a participation (or direct interest) in a certain Class of Loans, in such Class of Loans) or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of or such Class of Loans, as applicable, in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.3, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.3., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under Section 9.02 hereof), banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives ObligationsObligations or any Specified Cash Management Agreement) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.. - 56 - LEGAL02\42427047.v4

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Swap Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the a Borrower under this Agreement or shall obtain payment on any other Obligation owing by the a Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the or on behalf of a Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any ------------------------- principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, on any Reimbursement Obligation or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under Section 9.2 hereof), ----------- banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, or Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid Obligations -------- then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, or Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, or Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.2 or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender (a) Subject to the Collateral Agency Agreement, if any Domestic Bank shall obtain any payment of any principal of, of or interest on, on any of its Loans of a Class Domestic Advance made by it to the Borrower under this Agreement or shall obtain payment on of any other Obligation owing obligation under the Loan Documents then owed by the Domestic Borrower or any other Loan Obligated Party to such Domestic Bank on account of the Domestic Obligations, whether voluntary, involuntary, through the exercise of any right of set-offsetoff, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment otherwise, in respect excess of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicableits pro rata share, such Lender Domestic Bank shall promptly purchase from the other Lenders of such Class Domestic Banks participations in (or, if and to the extent specified Domestic Advances held by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable, necessary to the end that all the Lenders of cause such Class shall purchasing Domestic Bank to share the benefit excess payment ratably with each of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) the other Domestic Banks in accordance with the requirements of Section 3.2. or Section 11.5., as applicableits pro rata portion thereof. To such end, all of the Lenders of such Class Domestic Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Domestic Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class Domestic Bank so purchasing a participation (or direct interest) in the Loans or Domestic Advances made by the other Obligations owed to such other Lenders of such Class Domestic Banks may exercise all rights of set-offsetoff, banker’s 's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender Domestic Bank were a direct holder of Loans of such Class Domestic Advances to the Domestic Borrower in the amount of such participation. Nothing contained herein shall require any Lender Domestic Bank to exercise any such right or shall affect the right of any Lender Domestic Bank to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Domestic Borrower. (b) Subject to the Collateral Agency Agreement, if any Canadian Bank shall obtain any payment of any principal of or interest on any Foreign Advance made by it under this Agreement or payment of any other obligation under the Loan Documents then owed by any Canadian Borrower or any other Obligated Party to such Canadian Bank on account of the Canadian Obligations, whether voluntary, involuntary, through the exercise of any right of setoff, banker's lien, counterclaim or similar right, or otherwise, in excess of its pro rata share, such Canadian Bank shall promptly purchase from the other Canadian Banks participations in the Foreign Advances held by them hereunder in such amounts, and make such other adjustments from time to time as shall be necessary to cause such purchasing Canadian Bank to share the excess payment ratably with each of the other Canadian Banks in accordance with its pro rata portion thereof. To such end, all of the Canadian Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Canadian Borrowers agree, to the fullest extent they may effectively do so under applicable law, that any Canadian Bank so purchasing a participation in the Foreign Advances made by the other Canadian Banks may exercise all rights of setoff, banker's lien, counterclaim, or similar rights with respect to such participation as fully as if such Canadian Bank were a direct holder of Foreign Advances to the applicable Canadian Borrower in the amount of such participation. Nothing contained herein shall require any Canadian Bank to exercise any such right or shall affect the right of any Canadian Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Canadian Borrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall shall, subject to Section 3.11. if applicable, share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower under this Agreement Loan or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. or Section 11.510.3., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.510.3., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with the respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-offset‑off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.4, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with Section 3.2 or Section 10.4, as applicable; provided that the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the requirements express terms of Section 3.2. this Agreement or Section 11.5.any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Commitments or Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as applicableto which the provisions of this paragraph shall apply). To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-offset‑off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower Borrowers under this Agreement or shall obtain payment on any other Obligation owing by the Borrower Borrowers or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf the Borrower Borrowers or any other Loan Party to a Lender (other than a any payment in respect of Specified Secured Derivatives Obligations or Secured Cash Management Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. 3.02 or Section 11.5.10.05, as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. 3.02 or Section 11.5.10.05, as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers. Notwithstanding the foregoing, the provisions of this Section 3.03 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), or (ii) 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.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement Credit Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Credit Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. or Section 11.5., as applicable4.2, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Unpaid Drawings or Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and shall make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.5., as applicable4.2. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Unpaid Drawings or Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Unpaid Drawings or Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option after an Event of Default has occurred and is continuing to offset balances held by it for the account of Borrower at any of its offices against any principal of or interest on any portion of the Loan attributable to such Lender hereunder or any other obligation of Borrower hereunder which is not paid (regardless of whether such balances are then due to Borrower), in which case it shall promptly notify Borrower and Administrative Agent thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any portion of its Loans of a Class made by the Loan attributable to it to the Borrower under this Loan Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due hereunder to such Lender, through the exercise of any right of set-offoff or lien granted under Section 9.3, banker’s bankers’ lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (orthe Loan attributable to it, if and to the extent specified by such Lender, direct interests in) the Loans made by or the other Lenders obligations of such Class or other Obligations owed to such Borrower hereunder of, the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with their respective portions of the requirements of Section 3.2. or Section 11.5., as applicableLoan. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable Legal Requirements, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class Loan may exercise all rights of set-off, banker’s bankers’ lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class the Loan or other obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation obligations of the BorrowerBorrower to such Lender.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any the Term Loan or the portion of its Loans of a Class the Term Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party Obligor through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to some or all of the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.3, as applicable, such Lender shall promptly purchase from the other applicable Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans portion of the Term Loan made by the such other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the applicable Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable10.3. To such end, all the applicable Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans portion of the Term Loan or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans the portion of such Class the Term Loan in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such a Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such suchthe other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.such

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such a Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationparticipation so long as such Participant has agreed to be subject to this Section. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.. LEGAL02/40926073v6

Sharing of Payments, Etc. If a any Lender shall obtain any payment of any principal of, of or interest on, on any of its Loans of a Class Advance made by it to the Borrower under this Agreement or shall obtain payment on of any other Obligation owing obligation under the Loan Documents then owed by the Borrower or any other Loan Obligated Party to such Lender, whether voluntary, involuntary, through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly otherwise, in excess of its pro rata share (calculated (i) pursuant to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment Section 3.5 in respect of Specified Derivatives Obligationsletter of credit fees, and (ii) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders for all other of the same Class in accordance with Section 3.2. or Section 11.5.Primary Obligations on the basis of the unpaid principal of and interest on the Revolving Credit Loan, as applicablethe Tranche B Loan, the Swing Loan, LC Participations and SL Participations held by it), such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Primary Obligations owed to such other Lenders them hereunder in such amounts, and make such other adjustments from time to time as shall be equitable, necessary to the end that all the Lenders of cause such Class shall purchasing Lender to share the benefit excess payment ratably with each of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) the other Lenders in accordance with the requirements of Section 3.2. or Section 11.5., as applicableits pro rata portion thereof. To such end, all of the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such Advances and LC Participations made by the other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim counterclaim, or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans Advances to, or Letter of such Class Credit Disbursements for the account of, the Borrower in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. 3.8.1 Borrowers agree that, in addition to (and without limitation of) any right of set-off, banker's lien or counterclaim any Lender may otherwise have, each Lender shall be entitled during the continuation of an Event of Default, at its option but only with the prior consent of Agent, to offset balances held by it for the account of any Borrower at any of its offices, in U.S. dollars or in any other currency, against any Obligations of such Borrower to such Lender that are not paid when due (regardless of whether such balances are then due to Borrower). Any Lender so entitled shall promptly notify such Borrower and Agent of any offset effected by it, provided that such Lender's failure to give such notice shall not affect the validity of such offset. 3.8.2 If a any Lender shall obtain from a Borrower payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment from Agent as provided in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.Agreement), and, as applicablea result of such payment, such Lender shall have received a greater amount of the Obligations than the amount allocable to such Lender under Section 3.7 hereof, it shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed owing to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses which that may actually be incurred by such Lender in obtaining or preserving such benefitexcess payment) pro rata in accordance with the requirements of Section 3.2. or Section 11.5., as applicableunpaid Obligations owing to each Lender. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees . 3.8.3 Borrowers agree that any Lender of such Class so purchasing such a participation (or direct interest) in may during the Loans or other Obligations owed to such other Lenders continuation of such Class may an Event of Default exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of or other amounts (as the case may be) owing to such Class Lender in the amount of such participation. . 3.8.4 Nothing contained herein in this Section 3.8 shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of Borrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 3.8 applies, such Lender shall, to the Borrowerextent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of Lenders entitled under this Section 3.8 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) interest in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participationinterest. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. Each of the Borrowers agrees that, in addition to (and without limitation of) any right of set-off, banker's lien or counterclaim which a Lender may otherwise have, each Lender shall be entitled, upon the occurrence and during the continuance of a Default or Event of Default, to offset balances held by it for the account of any of the Borrowers at any of its offices, in Dollars or in any other currency, against any principal of or interest on any of such Lender's Loans hereunder, which is not paid when due (regardless of whether such balances are then due to the Borrowers), whereupon it shall promptly notify the Borrowers and the Agent thereof, provided that such Lender's failure to give such notice shall not affect the validity thereof If a Lender shall obtain payment of any principal of, or interest on, on any of its Loans of a Class Loan made by it to the Borrower Borrowers under this Credit Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s 's lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to otherwise, and, as a result of such payment, such Lender or other payments made by the Borrower or any other Loan Party to shall have received a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders greater percentage of the same Class in accordance with Section 3.2. or Section 11.5., as applicableamounts then due from the Borrowers to such Lender than it would otherwise be entitled to receive pursuant to its Commitment Percentage, such Lender shall promptly purchase from the any other Lenders of such Class participations Lender which receives less than its Commitment Percentage a participation in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders Lender in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such excess payment (net of any reasonable expenses expense which may actually be incurred by such Lender in obtaining or preserving such benefitexcess payment) pro rata in accordance with the requirements Commitment Percentage of Section 3.2. or Section 11.5., as applicableeach Lender. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such made by other Lenders of such Class may exercise all rights of set-off, banker’s 's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, exercising any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers. If, under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a set-off to which this Section 4.03 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 4.03 to share in the benefits of any recovery on such secured claim.

Sharing of Payments, Etc. The Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers’ lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, to offset balances held by it for the account of the Borrower at any of its offices, against any principal of or interest on any of such Lender’s Loans to the Borrower hereunder, or other Obligations of the Borrower hereunder, which is not paid (regardless of whether such balances are then due to the Borrower), in which case it shall promptly notify the Borrower and the Agent thereof, provided that such Lender’s failure to give such notice shall not affect the validity thereof. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-off, banker’s lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders portions of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such held by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicable, such Lender shall promptly purchase from the other Lenders of such Class Lenders’ participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of the Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. Each Borrower agrees that, in addition to (and without limitation of) any right of set-off, bankers' lien or counterclaim a Lender may otherwise have, each Lender shall be entitled, at its option, upon the occurrence and during the continuance of an Event of Default but subject to the Agent's prior written consent, to offset balances held by it for the account of such Borrower at any of such Lender's offices, in Dollars or in any other currency, against any principal of, or interest on, any of such Lender's Loans owing by such Borrower hereunder (or other Obligations owing by such Borrower to such Lender hereunder) which is not paid when due (regardless of whether such balances are then due to such Borrower), in which case such Lender shall promptly notify such Borrower, all other Lenders and the Agent thereof; provided, however, such Lender's failure to give such notice shall not affect the validity of such offset. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class made by it to the Borrower Loan under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the a Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the a Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment payment, pursuant to the immediately preceding Section, should be distributed to all or some of the Lenders of the same Class in accordance with Section 3.2. or Section 11.5., as applicablesuch Section, such Lender shall promptly purchase from the such other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.5., as applicablesuch Section. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Each Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed by such Borrower to such other Lenders of such Class may exercise all rights of set-off, banker’s bankers' lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the any Borrower.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a any payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.

Sharing of Payments, Etc. The Company agrees that, in addition to (and without limitation of) any right of set-off, banker's lien or counterclaim a Lender or an Agent may otherwise have, each Lender and each Agent shall be entitled, at its option, to offset balances held by it for the account of the Company at any of such Lender's (or an Agent's) offices, in Dollars or in any other currency, against any principal of, or interest on, any of such Lender's Loans to the Company hereunder (or other Obligations of the Company owing to such Lender or an Agent hereunder) which is not paid when due (regardless of whether such balances are then due to the Company), in which case such Lender shall promptly notify the Company, all other Lenders and the each Agent thereof; provided, however, such Lender's failure to give such notice shall not affect the validity of such offset. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans of a Class Loan made by it to the Borrower Company under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party Company through the exercise of any right of set-off, banker’s lien, 's lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party Company to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class pro rata in accordance with Section 3.2. 3.2 or Section 11.5.10.4, as applicable, such Lender shall promptly purchase from pay such amounts to the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. 3.2 or Section 11.5., as applicable10.4. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerCompany.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, of or interest on, on any of its Loans of a Class Loan made by it to the Borrower under this Agreement or shall obtain payment Agreement, on any Reimbursement Obligation or on other Obligation owing by the Borrower or any other Loan Party then due to such Lender hereunder, through the exercise of any right of set-offoff (including, without limitation, any right of setoff or lien granted under Section 9.2 hereof), banker’s 's or other lien, counterclaim or similar right right, or otherwise or through voluntary prepayments directly to a Lender or other payments made by the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class in accordance with Section 3.2. or Section 11.5.otherwise, as applicable, such Lender it shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans made by the other Lenders of such Class made, Reimbursement Obligations or other Obligations owed to such held, by the other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, equitable to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements unpaid principal and interest on the Obligations then due to each of Section 3.2. or Section 11.5., as applicablethem. To such end, end all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees agrees, to the fullest extent it may effectively do so under applicable law, that any Lender of such Class so purchasing a participation (or direct interest) in the Loans made, Reimbursement Obligations or other Obligations owed to such held, by other Lenders of such Class may exercise all rights of set-off, banker’s bankers' or other lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class Loans, Reimbursement Obligations or other Obligations in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. 5.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the a Borrower under this Agreement Agreement, or shall obtain payment on any other Obligation owing by the Borrower Borrowers or any other Loan Party through the exercise of any right of set-off, banker’s lien, lien or counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by the or on behalf of any Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class of such Lender pro rata in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) pro rata in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees Borrowers agree that any Lender of such a Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the BorrowerBorrowers.

Sharing of Payments, Etc. If a Lender shall obtain payment of any principal of, or interest on, any of its Loans Loan of a Class made by it to the Borrower under this Agreement or shall obtain payment on any other Obligation owing by the Borrower or any other Loan Party through the exercise of any right of set-off, banker’s lien, counterclaim or similar right or otherwise or through voluntary prepayments directly to a Lender or other payments made by or on behalf of the Borrower or any other Loan Party to a Lender (other than a payment in respect of Specified Derivatives Obligations) not in accordance with the terms of this Agreement and such payment should be distributed to the Lenders of the same Class as such Lender in accordance with Section 3.2. or Section 11.510.4., as applicable, such Lender shall promptly purchase from the other Lenders of such Class participations in (or, if and to the extent specified by such Lender, 4889-7534-3155, v. 14 direct interests in) the Loans of such Class made by the other Lenders of such Class or other Obligations owed to such other Lenders in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders of such Class shall share the benefit of such payment (net of any reasonable expenses which may actually be incurred by such Lender in obtaining or preserving such benefit) in accordance with the requirements of Section 3.2. or Section 11.510.4., as applicable. To such end, all the Lenders of such Class shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender of such Class so purchasing a participation (or direct interest) in the Loans or other Obligations owed to such the other Lenders of such Class may exercise all rights of set-off, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans of such Class in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower.