Common use of Sharing of Payments, Etc Clause in Contracts

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Co-Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0911.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Co-Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it it, or the participations in L/C Obligations and Swing Line Loans held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder)) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars (for cash at face value) from the other applicable Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment pro rata in respect of such Loans or such participations, as the case may be, with each of themthem in accordance with their respective Pro Rata Shares; provided, that, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The provisions of this clause shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawapplicable Laws, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.0910.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.13 and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.13 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Loans and the L/C Obligations obtained by all Lenders entitled to such payments, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by them and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying other Lender’s ratable share (according to the proportion of (i) the amount of such paying other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in For the absence avoidance of manifest error) doubt, the provisions of participations purchased under this Section 2.18 2.10(b) shall not be construed to apply to (x) any payment made by the Borrower pursuant to and will in each case notify accordance with the applicable Lenders following express terms of this Agreement or (y) any such purchases payment obtained by a Lender as consideration for the assignment of or repaymentssale of a participation in any of its Loans or participations in L/C Obligations or in Swing Line Loans to any assignee or participant.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than (x) amounts received pursuant to Sections 2.11, 2.12, 2.13 or 8.06(c) or (y) proceeds received in respect of any Risk Policy) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, provided that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i1) the amount of such paying Lender’s required repayment to (ii2) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower or a Lender, as the case may be, in the amount of such participation. The For the avoidance of doubt, in the event of any conflict between this Section 2.16 and Section 3.03 of the Intercreditor and Collateral Agency Agreement, then Section 3.03 of the Intercreditor and Collateral Agency Agreement shall control, and the Borrower agrees that any payment received by a Lender from the Borrower, directly, through set-off or otherwise, which is subsequently paid by such Lender to the Collateral Agent will keep records (which in accordance with such Section 3.03 of the Intercreditor and Collateral Agency Agreement shall be conclusive deemed a payment by the Borrower for the pro rata benefit of the Secured Parties and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any not a payment to such purchases or repaymentsLender.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations participation in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0911.10) with respect to such participation as fully as if such Lender were the direct creditor of such the relevant Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Commitment Percentage of payments on account of the Obligations obtained by all the Lenders (or other share contemplated hereunderan “excess payment”), such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased pursuant to this Section 3.12 and will in each case notify the Lenders following any such purchases. (b) If any Lender shall commence any action or proceeding in any court to enforce its rights hereunder after consultation with the other Lenders and, as a result thereof or in connection therewith, it shall receive any excess payment, then such Lender shall not be required to share any portion of such excess payment with any Lender which has the legal right to, but does not, join in any such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its rights in another court. (c) The Borrower agrees that any Lender so purchasing a participation from another Lender may, pursuant to the fullest extent permitted by law, this Section 3.12 may exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) off with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share pro rata portion of payments or reductions on account of such obligations obtained by all the Lenders (or other share contemplated hereunderthan, prior to the termination of the Commitments, payments of principal, interest and fees with respect to the Bid Rate Loans which are payable solely to the Lenders participating therein), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower Intermet agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower Intermet in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Revolving Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase in Dollars from the other applicable Lenders such participations in the Revolving Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, that, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0911.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share pro rata portion of payments or reductions on account of such obligations obtained by all the Lenders (or other share contemplated hereunderthan, prior to the termination of the Commitments, payments of principal, interest and fees with respect to the Bid Rate Loans which are payable solely to the Lenders participating therein), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Administrative Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share of such payment (or other share contemplated hereunderdetermined in accordance with the provisions of this Agreement), such Lender shall immediately (a) notify the Administrative Agent of such fact, fact and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata PRO RATA with each of themother Lender; providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount of such paying Lender’s required repayment due with respect to its Percentage Interest in the Loan which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender’s Percentage Interest in the Loan and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor’s Indebtedness with respect to the Loan. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.5. The Agent will keep records (which provisions of this Section 10.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on the Advances owing to it in excess of its ratable share (of payments on account of the principal of or other share contemplated hereunder)interest on the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders (for cash at face value) such participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each the Lenders in accordance with the aggregate amount of themprincipal of and accrued interest on their respective Advances; provided, thathowever, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovered and (b) the provisions of this Section 2.16 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any other Loan Document (for the avoidance of doubt, as in effect from time to time), including Sections 2.13, 9.07(h) and 9.08, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any Person that is an Eligible Assignee (as such term is defined from time to time). Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the respective Obligations of the same kind obtained by all the Lenders entitled thereto, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase in Dollars from the other applicable such Lenders such participations in the Loans such Obligations made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Commitment Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.14 and will in each case notify the Lenders following any such purchases. (b) The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0912.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offset‑off, or otherwise) on account of the Advances made by it (other than pursuant to Section 2.02(c), 2.03, 2.06, 2.08(c), 2.10, 2.13, 2.16 or 8.05(b)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09set‑off) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The . (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 7.06, then the Administrative Agent will keep records may, in its discretion and notwithstanding any contrary provision hereof, (which shall be conclusive i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and binding application to, any future funding obligations of such Lender under any such Section, in the absence case of manifest erroreach of clauses (i) of participations purchased under this Section 2.18 and will (ii) above, in each case notify any order as determined by the applicable Lenders following any such purchases or repaymentsAdministrative Agent in its discretion.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase in Dollars from the other applicable Lenders Banks such participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.13 and will in each case notify the applicable Lenders Banks following any such purchases or repayments. (b) If any Bank shall fail to make any payment required to be made by it pursuant to Section 2.11(c), 2.12, 2.14(a) or 9.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent or any Issuing Bank to satisfy such Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

Sharing of Payments, Etc. (a) If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by Obligations owing to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Participation Percentage of payments on account of the Obligations obtained by all the Lenders (or other share contemplated hereunderan "excess payment"), such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by such Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share 's Participation Percentage (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Administrative Agent will keep records (which shall be conclusive and binding in the absence of demonstrable error) of participations purchased pursuant to this Section 5.12 and will in each case notify the Lenders following any such purchases. (b) If any Lender shall commence any action or proceeding in any court to enforce its rights hereunder after consultation with the other Lenders and, as a result thereof or in connection therewith, it shall receive any excess payment, then such Lender shall not be required to share any portion of such excess payment with any Lender which has the legal right to, but does not, join in any such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its rights in another court. (c) The Issuer agrees that any Lender so purchasing a participation from another Lender may, pursuant to the fullest extent permitted by law, this Section 5.12 may exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) off with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Issuer in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(b), 2.07(c), 2.10, 2.13, 8.04(c) or 8.16 or in respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant to Section 2.11) by the Borrower in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances to the Borrower obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by such Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The . (b) If any Lender shall fail to make any payment required to be made by it hereunder to or for the account of the Administrative Agent, then the Administrative Agent will keep records may, in its discretion and notwithstanding any contrary provision hereof, (which shall be conclusive i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations in respect of such payment until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and binding application to, any future funding obligations of such Lender under any such Section, in the absence case of manifest erroreach of clauses (i) of participations purchased under this Section 2.18 and will (ii) above, in each case notify any order as determined by the applicable Lenders following any such purchases or repaymentsAdministrative Agent in its discretion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrower) on account of the Advances owing to it (other than pursuant to Section 4.03 hereof) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations participation in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.04 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set- off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which Notwithstanding the foregoing, if any Lender shall be conclusive and binding obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the absence of manifest error) of participations purchased under other Lenders in accordance with this Section 2.18 and will 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in each case notify the applicable Lenders following any such purchases or repaymentsaccordance with Section 4.01(a).

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its ratable share (or other share contemplated hereunder)the amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-set off, but subject to Section 11.0911.9) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.12 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. IfSubject to Section 2.19 in the case of a Defaulting Lender, other than as expressly provided elsewhere herein, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(c), 2.07(c), 2.11, 2.12, 2.14 or 9.04(c)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations purchased under this Section 2.18 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and will in each case notify accordance with the applicable Lenders following express terms of this Agreement as in effect from time to time or (B) any such purchases payment obtained by a Lender as consideration for the assignment of or repaymentssale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of ------------------------- exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, all such payments of principal and interest with respect to the fullest extent permitted Loan and Letter of Credit Exposure held by lawthe Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 12.5 shall not impair the right of any -------- ------- Lender to exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure; provided, further, that such application may be -------- ------- affected by Section 4.05 of the Intercreditor Agreement. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 12.5. The Agent will keep records (which provisions of this Section 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as provided in Sections 3.04, ------------------------ ------------- 4.02, 4.03, 4.05 and 4.06 or as otherwise expressly provided elsewhere herein, ------------------------- any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any -------- ------- portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. IfSubject to the terms of the ------------------------ Intercreditor Agreement, other than as expressly provided elsewhere herein, any if a Lender shall obtain payment of any principal of or interest on account any of the Loans made by it any payment (whether voluntary, involuntary, Obligations due to such Lender hereunder through the exercise of any right of set-offsetoff, banker's lien, counterclaim or similar right, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) promptly purchase in Dollars from the other applicable Lenders such participations in the Loans made Obligations held by them the other Lenders in such amounts, and make such adjustments from time to time as shall be necessary equitable to cause such purchasing Lender to the end that all the Lenders shall share the excess payment pro rata in accordance with the unpaid principal and interest on the Obligations then due to each of them; provided. To such end, that, all of the Lenders 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 recovered from the purchasing Lenderrescinded or must otherwise be restored. The Borrower agrees, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid thereforfullest extent it may effectively do so under applicable law, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to in the fullest extent permitted Obligations by law, the other Lenders may exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were the a direct creditor holder of such Borrower Obligations in the amount of such participation. The Agent will keep records (which Nothing contained herein shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following require any Lender to exercise any such purchases right or repaymentsshall 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. IfSubject to Section 2.18 in the case of a Defaulting Lender, other than as expressly provided elsewhere herein, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.02(c), 2.05(d), 2.05(e), 2.11, 2.12(a), 2.14 or 8.04(c)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations purchased under this Section 2.18 2.15 shall not be construed to apply to (A) any payment made by the Borrower pursuant to and will in each case notify accordance with the applicable Lenders following express terms of this Agreement as in effect from time to time or (B) any such purchases payment obtained by a Lender as consideration for the assignment of or repaymentssale of a participation in any of its Advances to any assignee or participant permitted hereunder.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans owing to it (other than pursuant to Section 5.04 or 11.07) in excess of its ratable share (or other share contemplated hereunder)of payments obtained by all the Lenders on account of the Loans of such Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations participation in the Loans made by owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 5.05 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which Notwithstanding the foregoing, if any Lender shall be conclusive and binding obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the absence of manifest error) of participations purchased under other Lenders in accordance with this Section 2.18 and will 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in each case notify the applicable Lenders following any such purchases or repaymentsaccordance with Section 5.01(a).

Sharing of Payments, Etc. If, other than as expressly 32 88 provided elsewhere herein, any Lender Bank or Swap Provider shall obtain on account of the Loans made by it Obligations in its favor any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender Bank shall, and each Bank that is an Affiliate of such Swap Provider shall cause such Swap Provider to, immediately (a) notify the Agent Agents of such fact, and (b) purchase in Dollars from the other applicable Lenders Banks and Swap Providers such participations in the Loans made by them and the Specified Swap Amounts owing to them as shall be necessary to cause such purchasing Lender Bank and Swap Provider to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank and Swap Provider shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's and Swap Provider's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's and Swap Provider's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender Bank so purchasing a participation from another Lender Bank or Swap Provider may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.10) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders Banks following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code but excluding principal and interest payments in respect of the Loans made by it and Fees paid under Section 5.05 prior to the exercise of remedies under the Collateral Documents) of any payment Obligation of any Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (Pro Rata Share of payments or other share contemplated hereunder)reductions on account of such obligations obtained by all Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected Obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless such Lender obligated to return such funds is required repayment to (ii) pay interest on such funds at the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredFederal Funds Rate. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 5.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such any Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Loans owing to it (other than pursuant to Section 5.04 or 11.07) in excess of its ratable share (or other share contemplated hereunder)of payments obtained by all the Lenders on account of the Loans of such Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations participation in the Loans made by owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender may, pursuant to the fullest extent permitted by law, this Section 5.05 may exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which Notwithstanding the foregoing, if any Lender shall be conclusive and binding obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participations from the absence of manifest error) of participations purchased under other Lenders in accordance with this Section 2.18 and will 5.05, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in each case notify the applicable Lenders following any such purchases or repaymentsaccordance with Section 5.01(a).

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans Obligations made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) or receive any collateral in respect thereof in excess of its ratable share (or other share contemplated hereunder)the amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances made by it or the Letters of Credit participated in by it (other than pursuant to Section 2.2(b) or Article 3) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances and Letters of Credit obtained by all of the Lenders, then such Lender shall immediately (a) notify the Agent of such fact, and (b) will forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Advances made by them and the Letters of Credit participated in by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each other Lender shall to that extent be rescinded rescinded, and each such other applicable Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such recovery, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it to any Borrower or Letter of Credit Obligations for the account of any Borrower any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder), such Lender Bank shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders Banks such participations in the Loans made by them to such Borrower or Letters of Credit issued for the account of such Borrower as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion portions of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying Lender’s Bank's ratable share (according to the proportion of (i) the amount of such paying Lender’s Bank's required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.09 and will in each case notify the applicable Lenders Banks following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (i) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess , it shall receive payment of a proportion of the aggregate amount of principal and interest due with respect to its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations Percentage Interest in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, that, if all or any portion of such excess payment Loan which is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to greater than the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount of principal and interest due with respect to the Percentage Interest in the Loan of such other Lender and (ii) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loans held by the other Lenders, and such other adjustments shall be made from time to time, as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loans held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 11.5 shall not impair the right of any Lender so purchasing a participation from another Lender mayto exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than Indebtedness with respect to the Loans. The Borrowers agree, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to this Section 11.5 may exercise all its rights of payment (including the right of set-off), but subject and shall be obligated to share payments under this Section 11.09) 11.5, with respect to such its participation as fully as if such Credit Participant or such Lender were the direct creditor of such Borrower the Borrowers and a Lender hereunder in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderLender under any of the circumstances described in Section 10.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion) or otherwise, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.07) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Term Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Term Loans owing to it (other than pursuant to Section 2.10, 2.13 or 9.04(c)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Term Loans obtained by all the Term Lenders, such Term Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Term Lenders such participations in the Term Loans made by owing to them as shall be necessary to cause such purchasing Term Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Term Lender, such purchase from each Term Lender shall to that extent be rescinded and each other applicable such Term Lender shall repay to the purchasing Term Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Term Lender’s ratable share (according to the proportion of (i) the amount of such paying Term Lender’s required repayment to (ii) the total amount so recovered from the purchasing Term Lender) of any interest or other amount paid or payable by the purchasing Term Lender in respect of the total amount so recovered. Each The Borrower agrees that any Term Lender so purchasing a participation from another Term Lender pursuant to this Section 2.14 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Term Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share of such payment (or other share contemplated hereunderdetermined in accordance with the provisions of this Agreement), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themother Lender; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0911.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account ------------------------- any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share of payments or reductions on account of such obligations obtained by all the Lenders (or other share contemplated hereunderthan payments of principal, interest and fees with respect to the Money Market Loans which are payable solely to the Lenders participating therein), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in a portion of such paying Lender’s required repayment to the Loan and Letter of Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in such portion of the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the portions of the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the portion of the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests in the relevant portion of the Loan; provided, however, that this Section 12.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 12.5. The Agent will keep records (which provisions of this Section 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09SECTION 10.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess on account of its ratable share the Loan made by it (or other share contemplated hereunderthan pursuant to Section 2.09), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Loan made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such Lender’s ratable share (according to the proportion of (a) the amount of the participation purchased from such Lender by the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing LenderLenders) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.10 may, to the fullest extent permitted by lawApplicable Law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount of such paying Lender’s required repayment due with respect to its Percentage Interest in the Revolving Loan which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Revolving Loan and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Revolving Loan held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Revolving Loan held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.6 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of the Company other than the Company's Indebtedness with respect to the Revolving Loan. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.6. The Agent will keep records (which provisions of this Section 10.6 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to the absence Company as a defense to the payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it obtains any payment (whether voluntary, involuntary, through the exercise of any right of set-off, setoff or otherwise) on account of the Advances made by it or the Letters of Credit participated in by it (other than amounts payable pursuant to Section 2.2(b) or Article 3 or interest payable to an Issuing Bank in respect of a Reference Rate Advance made thereby pursuant to Section 2.10(b)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances and Letters of Credit obtained by all of the Lenders, then such Lender shall immediately (a) notify the Agent of such fact, and (b) will forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Advances made by them and the Letters of Credit participated in by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, however, that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each other Lender shall to that extent be rescinded rescinded, and each such other applicable Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such recovery, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this section may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.11, 2.14 or 9.04(c)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered; provided, further, that, so long as the Advances shall not have become due and payable pursuant to Section 6.01, any excess payment received by any Lender shall be shared on a pro rata basis only with other Lenders that have Commitments or Advances; provided, further, 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 express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Advances to any assignee or participant. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases Of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such Payments of principal and interest with respect to the Loan and Letter of Credit exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may otherwise have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.5. The Agent will keep records (which provisions of this Section are for 84 93 the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share of payments or reductions on account of such obligations obtained by all the Lenders (or other share contemplated hereunderthan payments of principal, interest and fees with respect to the Loans which are payable solely to the Lenders participating therein), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 4.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Any payment received by the Agent will keep records (which or any Lender following the occurrence and during the continuation of an Event of Default shall be conclusive and binding distributed pro rata amongst the Lenders based upon the percentage obtained by dividing the Obligations owing to each Lender by the total amount of Obligations on the date of receipt of such payment, with such amounts to be applied to the outstanding Obligations in accordance with the absence terms of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsAgreement.

Sharing of Payments, Etc. If, other than as expressly provided contemplated elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans obtained by all the Lenders, such Lender shall immediately forthwith (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, thereto together with an amount equal to such paying Lender’s ratable share a percentage (according to the proportion of calculated by dividing (i) the amount of such paying Lender’s 's required repayment to by (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its of such purchasing Lender's rights of payment (including the right of set-offsetoff, but subject to Section 11.0910.9) with respect to such participation as fully as if such purchasing Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.15 and will shall in each case notify the applicable Lenders following any such purchases or repaymentspurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made Obligations held by it any payment (whether voluntary, involuntary, through the exercise of any right of set-set off, or otherwise) or receive any collateral in respect thereof in excess of its ratable share (or other share contemplated hereunder)the amount such Lender was entitled to receive pursuant to the terms hereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of themaccording to the terms hereof; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all of its rights of payment (including the right of set-set off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.12 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of ------------------------- exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.5 shall -------- ------- not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.5. The Agent will keep records (which provisions of this Section 10.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Revolving Credit Advances or L/C Obligations owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(c)) in excess of its ratable share (Ratable Share of payments on account of the Revolving Credit Advances or other share contemplated hereunder)L/C Obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, fact and (b) forthwith purchase in Dollars from the other applicable Lenders such participations or subparticipations in the Loans made by Revolving Credit Advances or L/C Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that (i) if any such participations or subparticipations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from the purchasing Lenderrecovered, such purchase participations or subparticipations shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to recovery, without interest; and (ii) the total amount so recovered provisions of this Section 2.15 shall not be construed to apply to (A) any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the purchasing existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.21, or (C) any interest payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Credit Advances or subparticipations in L/C Obligations to any assignee or participant, other amount paid than an assignment to the Borrower or payable by any Subsidiary thereof (as to which the purchasing Lender in respect provisions of the total amount so recoveredthis Section 2.15 shall apply). Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to off provided in Section 11.098.05) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participationparticipation or subparticipation. To the extent that any payment by or on behalf of the Borrower is made to the Agent, any Issuing Bank or any Lender, or the Agent, any Issuing Bank or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent, such Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (ii) each Lender and each Issuing Bank severally agrees to pay to the Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. The Agent will keep records obligations of the Lenders and the Issuing Banks under clause (which shall be conclusive and binding in the absence of manifest errorii) of participations purchased the preceding sentence shall survive the payment in full of all obligations owing under this Section 2.18 Agreement or any Revolving Credit Note and will in each case notify the applicable Lenders following any such purchases or repaymentstermination of this Agreement.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) otherwise on account of principal of or interest on any Loan, or any other amount payable hereunder, in excess of its ratable share (or Pro Rata Share of payments and other share contemplated hereunder)recoveries received by all Lenders, such Lender shall immediately (a) i notify the Administrative Agent of such fact, fact and (b) ii purchase in Dollars from the other applicable Lenders such participations in the Loans made by (or other Obligations owed to them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with each of themthem so that each Lender has received its Pro Rata Share of all such payments and other recoveries; provided, that, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) i the amount of such paying Lender’s 's required repayment to (ii) ii the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) 10.10 with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) error of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.participations

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, but excluding any proceeds received by assignments or sales of participation in accordance with Section 10.07 hereof to a Person that is not an Affiliate of the Borrowers) on account of the Advances owing to it (other than pursuant to Section 4.03 hereof) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations participation in the Loans made by Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the i)the amount of such paying Lender’s 's required repayment to (ii) the ii)the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 4.04 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of any such Borrower in the amount of such participation. The Agent will keep records (which Notwithstanding the foregoing, if any Lender shall be conclusive and binding obtain any such excess payment involuntarily, such Lender may, in lieu of purchasing participation from the absence of manifest error) of participations purchased under other Lenders in accordance with this Section 2.18 and will 4.04, on the date of receipt of such excess payment, return such excess payment to the Administrative Agent for distribution in each case notify the applicable Lenders following any such purchases or repaymentsaccordance with Section 4.01(a).

Sharing of Payments, Etc. If(a) Except with respect to voluntary prepayments made by Borrower pursuant to Section 2.4(a) which are made pro rata to Lenders with a Revolving Loan Commitment with respect to either Dollar Revolving Loans or Peso Revolving Loans, other than as expressly provided elsewhere herein, if any Lender shall obtain on account of the Loans made by Obligations owing to it hereunder or in respect of its Loan any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its ratable share (or other share contemplated hereunder)Sharing Percentage of payments on account of the Obligations obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such fact, fact and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them such amounts as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, that, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Sharing Percentage (determined for this purpose according to the proportion of (iA) the amount of such paying Lender’s required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section 2.16 and will in each case notify the Lenders and the Borrower following any such purchases. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.10) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The . (b) If at any time insufficient funds are received by and available to the Administrative Agent will keep records (which to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be conclusive applied (i) first, towards fees and binding expenses due to Administrative Agent, (ii) second, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the absence amounts of manifest errorinterest and fees then due to such parties, (iii) third, towards payment of participations purchased principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties and (iv) fourth, towards Obligations of Borrower under this Section 2.18 and will in each case notify any Lender Hedging Agreement pursuant to the applicable Lenders following any such purchases or repaymentsterms thereof.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Guarantor under the Facility, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Facility, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share in the Facility of the payments on account of such obligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify obligations owed to the Agent of others so that all such fact, and (b) purchase in Dollars from the other applicable Lenders recoveries with respect to such participations in the Loans made by them as obligations shall be necessary to cause applied ratably in accordance with such purchasing Lender to share the excess payment pro rata with each of themPro Rata Shares; provided, that, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other applicable Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 11.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 10.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the 116 118 any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.5. The Agent will keep records (which provisions of this Section 10.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made by Note Purchases owed to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders Note Purchasers such participations in the Loans made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other applicable Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. Each Borrower recovered The Issuer agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of such Borrower the Issuer in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.15 and will in each case notify the applicable Lenders each Agent following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, Borrowings. If any A Lender ------------------------------------ shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the A Advances made by it (other than pursuant to Section 2.05(b), 2.08, 2.12, 2.14 or 4.02) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the A Advances obtained by all the A Lenders, such A Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable A Lenders such participations in the Loans A Advances made by them as shall be necessary to cause such purchasing A Lender to share the excess payment pro rata ratably with each of them; , provided, thathowever, that if all or any portion of such excess payment is -------- ------- thereafter recovered from the such purchasing A Lender, such purchase from each A Lender shall to that extent be rescinded and each other applicable such A Lender shall repay to the purchasing A Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying A Lender’s 's ratable share (according to the proportion of (i) the amount of such paying A Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing A Lender) of any interest or other amount paid or payable by the purchasing A Lender in respect of the total amount so recovered. Each The Borrower agrees that any A Lender so purchasing a participation from another A Lender pursuant to this Section 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such A Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. IfEach borrowing of Burd▇▇▇ ▇▇▇ns from Lenders under Section 2.2, other than as expressly provided elsewhere hereinwill be made pro rata in accordance with each Lender's Burd▇▇▇ ▇▇▇centage Interest, and each payment and prepayment of the Burd▇▇▇ ▇▇▇ns and each payment of interest on the Burd▇▇▇ ▇▇▇ns will be made pro rata to each Lender in accordance with its Burd▇▇▇ ▇▇▇centage Interest. Each borrowing of Revolving Loans from Lenders under Section 2.3, will be made pro rata in accordance with each Lender's Revolving Percentage Interest, and each payment and prepayment of the Revolving Loans and each payment of interest on the Revolving Loans will be made pro rata to each Lender in accordance with its Revolving Percentage Interest. If any Lender shall obtain on account of the Loans made by it any payment in respect of Borrower's obligations under this Agreement or the Notes (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, off or otherwise) in excess of its ratable the share (or other share contemplated hereunder)which it would have been entitled to receive had such payment been made to Agent, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, that, but if all or any portion of such excess payment is thereafter afterward recovered from the such purchasing Lender, such the purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid thereforrestored, together with an amount equal to such paying Lender’s ratable share (according without interest, to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) recovery. Borrower authorizes the total amount so recovered from the purchasing Lender) purchase of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower such participations and agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, may exercise all its rights of to payment (including the right of set-set off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly ------------------------ provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Pro Rata Share, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of -------- ------- such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.10) with ------------- respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. IfExcept for amounts payable solely to Administrative Agent or a specific Lender pursuant to Section 2.9, other than as expressly provided elsewhere herein9.1, 9.2, 9.3, 9.4, or 9.5, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Advances made by it in excess of its ratable share (Pro Rata Share of payments or other share contemplated hereunder)collateral on account of the Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Advances, as applicable, made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or benefits of such collateral or proceeds ratably in accordance with the requirements of this Agreement with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such Lender’s ratable share (according to the proportion of (i) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (ii) the total amount of such excess payment) of such recovery, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to the purchasing Lender to (ii) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.8(e) may, to the fullest extent permitted by lawapplicable Law, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower or Leasehold Mortgagor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share in the Loan of the payments on account of such obligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify obligations owed to the Agent of others so that all such fact, and (b) purchase in Dollars from the other applicable Lenders recoveries with respect to such participations in the Loans made by them as obligations shall be necessary to cause applied ratably in accordance with such purchasing Lender to share the excess payment pro rata with each of themPro Rata Shares; provided, that, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other applicable Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (a) If any US Revolving Lender shall obtain on account any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligations of the Loans made by it any payment US Borrowers hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (of payments or other share contemplated hereunder)reductions on account of such obligations obtained by all the US Revolving Lenders, such US Revolving Lender shall immediately forthwith (a1) notify each of the other US Revolving Lenders and the Administrative Agent of such factreceipt, and (b2) purchase in Dollars from the other applicable US Revolving Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing US Revolving Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; , provided, that, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing US Revolving Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest recovery or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch additional costs, but without interest. Each Borrower agrees The US Borrowers agree that any US Revolving Lender so purchasing a participation from another US Revolving Lender pursuant to this Section 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such US Revolving Lender were the direct creditor of such Borrower the US Borrowers in the amount of such participation. (b) If any Canadian Lender shall obtain any payment or reduction of any obligation of the Canadian Borrowers hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share of payments or reductions on account of such obligations obtained by all the Canadian Lenders, such Canadian Lender shall forthwith (1) notify each of the other Canadian Lenders and the Canadian Administrative Agent of such receipt, and (2) purchase from the other Canadian Lenders such Participations in the affected obligations as shall be necessary to cause such purchasing Canadian Lender to share the excess payment or reduction, net of costs incurred in connection therewith, ratably with each of them, provided, that, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Canadian Lender or additional costs are incurred, the purchase shall be rescinded and the purchase price restored to the extent of such recovery or such additional costs, but without interest. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under Canadian Borrowers agree that any Canadian Lender so purchasing a participation from another Canadian Lender pursuant to this Section 2.18 and will 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 Canadian Lender were the direct creditor of the Canadian Borrowers in each case notify the applicable Lenders following any amount of such purchases or repaymentsparticipation.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) (i) on account of the Revolving Advances made by it in excess of its ratable share Revolving Share of payments or collateral on account of the Revolving Advances or Letter of Credit Obligations obtained by all the Lenders, or (ii) on account of the Term Advances made by it in excess of its Term Share of payments or other share contemplated hereunder)collateral on account of the Term Advances obtained by all the Lenders, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Revolving Advances or Term Advances, as applicable, made by them or Letter of Credit Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or benefits of such collateral or proceeds ratably in accordance with the requirements of this Agreement with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to the extent of such paying Lender’s ratable share (according to the proportion of (ia) the amount of the participation sold by such Lender to the purchasing Lender as a result of such excess payment to (b) the total amount of such excess payment) of such recovery, together with an amount equal to such Lender’s ratable share (according to the proportion of (a) the amount of such paying Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from of all such required repayments to the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by lawLegal Requirement, unless and until rescinded as provided above, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances made by it or participations in Letters of Credit acquired by it (other than pursuant to Section 2.02(c), 2.09, 2.11(c), 2.13, 2.16, 2.21 or 8.05(b)) in excess of its ratable share of payments on account of the Advances or Letters of Credit (or other share contemplated hereunder)as the case may be) obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans Advances made by them or participations in Letters of Credit acquired by them (as the case may be) as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (ia) the amount of 744224964 such paying Lender’s required repayment to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.17 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The . (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c) or 2.04(j), then the Administrative Agent will keep records may, in its discretion and notwithstanding any contrary provision hereof, (which shall be conclusive i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent or any Fronting Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and binding application to, any future funding obligations of such Lender under any such Section, in the absence case of manifest erroreach of clauses (i) of participations purchased under this Section 2.18 and will (ii) above, in each case notify any order as determined by the applicable Lenders following any such purchases or repaymentsAdministrative Agent in its discretion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, set off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) due with respect to such participation as fully as other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender were receiving such proportionately greater payment shall purchase participations in the direct creditor Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such Borrower purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests and as otherwise provided for in this Agreement; provided, however, that this Section 11.5 shall not impair the right of any Lender to exercise any right of set off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participationparticipation that such Credit Participant agree to share payments received in respect of the Credit Obligations as provided in this Section 11.5. The Agent will keep records (which shall be conclusive and binding in the absence provisions of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.this

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess , it shall receive payment of a proportion of the aggregate amount of principal and interest due with respect to its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations Percentage Interest in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, that, if all or any portion of such excess payment Loan which is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to greater than the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount of principal and interest due with respect to the Percentage Interest in the Loan of such other Lender and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recoveredthat all such payments of principal and interest with respect to the Loan held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; PROVIDED, HOWEVER, that this Section 11.5 shall not impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan. Each Borrower agrees that any Lender so purchasing a participation from another Lender mayObligor agrees, to the fullest extent permitted by applicable law, that any Credit Participant and any Lender purchasing a participation from another Lender pursuant to this Section 11.5 may exercise all its rights of payment (including the right of set-off), but subject and shall be obligated to share payments under this Section 11.09) 11.5, with respect to such its participation as fully as if such Credit Participant or such Lender were the direct creditor of such Borrower the Obligors and a Lender hereunder in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount of such paying Lender’s required repayment due with respect to its Percentage Interest in the Loan and which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and (b) if such inequality shall continue for more than ten (10) days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 14.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 14.5. The Agent will keep records (which provisions of this Section 14.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. IfExcept as provided in Section ------------------------ 2.05 of this Agreement, other than as expressly provided elsewhere herein, if any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of any Obligations or Guaranteed Obligations of any Borrower or Guarantor hereunder or under any other Loan Document in excess of its ratable share (of payments on account of similar Obligations or other share contemplated hereunder)Guaranteed Obligations obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made such similar obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, -------- ------- that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment repayment) to (ii) the total amount so recovered from the purchasing Lender) Lender of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 4.03 may, to the fullest extent permitted by law, exercise all its rights of payment (including the Lender's right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount of such paying Lender’s required repayment due with respect to its Percentage Interest in the Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender’s Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loans, Working Capital Commitments and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 12.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor’s Indebtedness with respect to its Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 12.5. The Agent will keep records (which provisions of this Section 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided contemplated elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans obtained by all the Lenders, such Lender shall immediately forthwith (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, thereto together with an amount equal to such paying Lender’s ratable share a percentage (according to the proportion of calculated by dividing (i) the amount of such paying Lender’s 's required repayment to by (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its of such purchasing Lender's rights of payment (including the right of set-offsetoff, but subject to Section 11.0910.9) with respect to such participation as fully as if such purchasing Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.15 and will shall in each case notify the applicable Lenders following any such purchases or repaymentspurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender (a “Benefited Bank”) shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of Obligations (or interest thereon) owed to it, in excess of its ratable share (or other share contemplated hereunder)of payments on account of such Obligations obtained by all Lenders entitled to such payments, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by them Obligations, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; and if after taking into account such participations the Benefited Bank continues to have access to additional funds of the Noble Entities for application on account of its debt, then the Benefited Bank shall use such funds to reduce indebtedness of Borrower held by it and share such payments with the other Lenders; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from such Lender shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying other Lender’s ratable share (according to the proportion of (i) the amount of such paying other Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.7(h) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The ; provided that Borrower shall have no liability to the Lenders hereunder to the extent that it has made all payments to the Lenders and Administrative Agent will keep records (which shall required to be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsmade by Borrower hereunder.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made by agrees that if it any payment (whether voluntary, involuntaryshall, through the exercise of any a right of banker's lien, set-off, counterclaim or otherwise, or by reason of the exercise of the subordination terms under any of the Consolidated Subordinated Debt, obtain payment with respect to its Obligations (other than pursuant to Article IV) which results in excess its receiving more than its pro rata share of its ratable share the aggregate payments with respect to all of the Obligations (or other share contemplated hereunderthan any payment pursuant to Article IV), then (A) such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars be deemed to have simultaneously purchased from the other applicable Lenders a share in their Obligations so that the amount of the Obligations held by each of the Lenders shall be pro rata and (B) such participations in the Loans other adjustments shall be made by them from time to time as shall be necessary equitable to cause insure that the Lenders share such purchasing Lender to share the excess payment pro rata with each of thempayments ratably; provided, thathowever, that for purposes of this Section 10.10 the term "pro rata" shall be determined with respect to both the Revolving Credit Commitment of each Lender and to the Total Revolving Credit Commitment after subtraction in each case of amounts, if any, by which any such Lender has not funded its share of the outstanding Revolving Credit Loans and Reimbursement Obligations, as the case may be. If all or any portion of any such excess payment is thereafter recovered from the purchasing LenderLender which received the same, such the purchase provided in this Section 10.10 shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid thereforextent of such recovery, together with an amount equal to such paying Lender’s ratable share (according without interest. The Borrower expressly consents to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower foregoing arrangements and agrees that any each Lender so purchasing a participation from another Lender may, to portion of the fullest extent permitted by law, other Lenders' Obligations may exercise all its rights of payment (including the right including, without limitation, all rights of set-off, but subject to Section 11.09banker's lien or counterclaim) with respect to such participation portion as fully as if such Lender were the direct creditor holder of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsportion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately forthwith (ai) notify the Administrative Agent of such fact, and (bii) purchase in Dollars from the other applicable Lenders Banks such participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, thathowever , that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.13 and will in each case notify the applicable Lenders Banks following any such purchases or repayments............................... 33 (b) If any Bank shall fail to make any payment required to be made by it pursuant to Section 0, 2.12, 2.14(a) or 9.07, then the Administrative Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Administrative Agent for the account of such Bank for the benefit of the Administrative Agent or any Issuing Bank to satisfy such Bank’s obligations to it under such Section until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Bank under any such Section, in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion. ....................................................................... SECTION 2.14

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinherein (or, after the occurrence of a Sharing Event, as provided in the Intercreditor Agreement), any Lender Bank shall obtain on account of the Loans (or other Obligations referenced in clause (a) of the definition of such term) made or undertaken by it such Bank any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), Pro Rata Share such Lender Bank shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders Banks such participations in the Loans (or other Obligations referenced in clause (a) of the definition of such term) made or undertaken by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each The Borrower agrees that any Lender Bank so purchasing a participation from another Lender Bank may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender Bank were the direct creditor of such the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders Banks following any such purchases or repayments.”

Sharing of Payments, Etc. If, other than as expressly provided _contemplated elsewhere herein, any Lender Bank shall obtain on account _of the Loans made by it its Letter of Credit Obligations any payment (whether _voluntary, involuntary, through the exercise of any right of set-set- _off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Percentage Share of payments _on account of the Letter of Credit Obligations obtained by all _the Banks, such Lender Bank shall immediately forthwith (a) notify the Agent of such _fact, and (b) purchase in Dollars from the other applicable Lenders Banks such participations _in the Loans Letter of Credit Obligations made by them as shall be _necessary to cause such purchasing Lender Bank to share the excess _payment pro rata ratably with each of them; provided, thathowever, that if all _or any portion of such excess payment is thereafter recovered _from the purchasing LenderBank, such purchase shall to that extent be _rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank _the purchase price paid therefor, thereto together with an amount equal to _such paying Lender’s ratable share Bank's Percentage Share (according to the proportion _of (i) the amount of such paying Lender’s Bank's required repayment to _(ii) the total amount so recovered from the purchasing LenderBank) of _any interest or other amount paid or payable by the purchasing Lender _Bank in respect of the total amount so recovered. Each Borrower The Company _agrees that any Lender Bank so purchasing a participation from another Lender _Bank pursuant to this Section 2.13 may, to the fullest extent _permitted by law, exercise all its rights of payment (including _the right of set-off, but subject to Section 11.099.9) with respect to _such participation as fully as if such Lender Bank were the direct _creditor of such Borrower the Company in the amount of such participation. The _Agent will keep records (which shall be conclusive and binding in _the absence of manifest error) ), of participations purchased under _pursuant to this Section 2.18 2.13 and will in each case notify the applicable Lenders _Banks following any such purchases or repayments.purchases. _ _

Sharing of Payments, Etc. Error! Bookmark not defined. If, other than as expressly provided elsewhere herein, any Lender Bank shall obtain on account of the Loans made by it it, or the Letter of Credit Liabilities held by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans and Letter of Credit Liabilities obtained by all the Banks, such Lender Bank shall immediately (a) forthwith notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders Banks such participations in the Loans made by them and the Letter of Credit Liabilities held by them as shall be necessary to cause such purchasing Lender Bank to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderBank, such purchase shall to that extent be rescinded and each other applicable Lender Bank shall repay to the purchasing Lender Bank the purchase price paid therefor, together with an amount equal to such paying LenderBank’s ratable share Commitment Percentage (according to the proportion of (i) the amount of such paying LenderBank’s required repayment to (ii) the total amount so recovered from the purchasing LenderBank) of any interest or other amount paid or payable by the purchasing Lender Bank in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender Bank so purchasing a participation from another Lender Bank pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.11) with respect to such participation as fully as if such Lender Bank were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.13 and will in each case notify the applicable Lenders Banks following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of principal of or interest on any Loan, or any other amount payable hereunder, in excess of its ratable share (or Pro Rata Share of payments and other share contemplated hereunder)recoveries received by all Lenders, such Lender shall immediately (ai) notify the Administrative Agent of such fact, fact and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by (or other Obligations owed to) them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with each of themthem so that each Lender has received its Pro Rata Share of all such payments and other recoveries; provided, that, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the Lenders following any such purchases or repayments. If, other than as expressly provided elsewhere herein, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of principal of or interest on its Loan, or any other amount payable hereunder, in excess of the share of payments and other recoveries such Lender would have received if such payment or other recovery had been distributed pursuant to the provisions of subsection 2.15(a) or (b) (whichever is applicable at the time of such payment or other recovery), such Lender shall immediately (i) notify the Administrative Agent of such fact and (ii) purchase from the other Lenders such participations in the Loans made by (or other Obligations owed to) them as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery pro rata with each of them in accordance with the order of payments set forth in subsection 2.15(a) or (b), as the case may be; provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.10) with respect to such participation as fully as if such Lender were the direct creditor of the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain payment in respect of any principal of or interest on account of the Loans of a particular Class made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)) |US-DOCS\134569911.8148772134.4|| thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them and/or such subparticipations in the participations in L/C obligations, Swing Line Loans or Protective Advances held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans or such participations, as the case may be, pro rata with each of them; provided, that, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderLender under any of the circumstances described in Section 11.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other applicable relevant Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender▇▇▇▇▇▇’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including Section 11.07), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant permitted hereunder or (C) any payment received by such Lender not in its capacity as a Lender. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by lawapplicable Law, exercise all its rights of payment (including the right of set-offsetoff, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.15 and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section 2.15 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments, Etc. If, other than as expressly provided ------------------------- elsewhere herein, any Lender shall obtain on account of the Loans made by it LC Obligations any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Percentage, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of -------- ------- such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.10) with -------------- respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any ------------------------- payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share of payments or reductions on account of such obligations obtained by all the Lenders (other than payments of principal, interest and fees with respect to the Swing Line Loans which are payable solely to the Swing Line Lender or other share contemplated hereunderLenders participating therein pursuant to Section 2.02(d) and (e)), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any US Revolving Lender shall obtain on account any payment or reduction (including, but not limited to, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of any obligations of the Loans made by it any payment US Borrowers hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (of payments or other share contemplated hereunder)reductions on account of such obligations obtained by all the US Revolving Lenders, such US Revolving Lender shall immediately forthwith (a1) notify each of the other US Revolving Lenders and the Administrative Agent of such factreceipt, and (b2) purchase in Dollars from the other applicable US Revolving Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing US Revolving Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; , provided, that, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing US Revolving Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest recovery or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch additional costs, but without interest. Each Borrower agrees The US Borrowers agree that any US Revolving Lender so purchasing a participation from another US Revolving Lender pursuant to this Section 2.18 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such US Revolving Lender were the direct creditor of such Borrower the US Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment in respect of the Loans made by it any payment obligations under the Loan Documents (whether voluntary, voluntary or involuntary, through the exercise of any right of set-off, setoff or otherwise) in excess of its ratable share (or other share contemplated hereunderthe amount it would have received if all payments had been made directly to Agent and apportioned in accordance with the terms of Section 2.7(c)(iii) through 2.7(c)(vii), such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by them to Borrower as shall may be necessary to cause such purchasing Lender to share the excess payment pro rata to be apportioned in accordance with each the terms of themSection 2.7(c)(iii) through 2.7(c)(vii); providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such the purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from by the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.9 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent's books and records shall constitute prima facie evidence of the accuracy of the information recorded therein and any statement by Agent will keep records (which calculating the amount due from any Lender shall be conclusive and binding in the absence prima facie evidence thereof absent a showing by such Lender of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided contemplated elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Commitment Percentage of payments on account of the Loans obtained by all the Lenders, such Lender shall immediately forthwith (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, thereto together with an amount equal to such paying Lender’s ratable share a percentage (according to the proportion of calculated by dividing (i) the amount of such paying Lender’s 's required repayment to by (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its of such purchasing Lender's rights of payment (including the right of set-offsetoff, but subject to Section 11.0910.08) with respect to such participation as fully as if such purchasing Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.15 and will shall in each case notify the applicable Lenders following any such purchases or repaymentspurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code but excluding principal and interest payments in respect of the Loans made by it and Fees paid under Section 5.05 prior to the exercise of remedies under the Collateral Documents) of any payment Obligation of any Borrower hereunder (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (Pro Rata Share of payments or other share contemplated hereunder)reductions on account of such obligations obtained by all Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected Obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless such Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 5.11 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such any Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere hereinin Section ------------------------- ------- 3.1, 3.5 or 3.6, any Lender shall obtain on account of the Loans made by Obligations owed to -------- --- it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) (a) in excess of its ratable share (or other share contemplated hereunder)Pro Rata Share of payments on account of the Obligations owed to all the Lenders, such Lender shall immediately forthwith (ai) notify the Administrative Agent of such factfact (and the Administrative Agent will promptly notify the other Lenders), and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made Obligations held by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such -------- ------- excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, thereto together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (iA) the amount of such paying Lender’s 's required repayment to (iiB) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.8 may, to the fullest extent permitted by ------------ law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0910.7) with respect to such participation as fully as if such ------------ Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will shall keep records (which shall be conclusive and binding in the absence of manifest error) ), of participations purchased under pursuant to this Section 2.18 10.8 and will shall in each case notify the applicable ------------ Lenders following any such purchases or repaymentspurchases.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.11, 2.14 or 8.04(e)) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender receiving such greater proportion shall immediately (aA) notify the Agent of such fact, and (bB) purchase in Dollars from the other applicable Lenders such (for cash at face value) participations in the Loans made by them Advances and subparticipations in L/C Exposure and Swingline Advances of the other Lenders, or make such other adjustments as shall be necessary equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Advances obtained by all the Lenders in respect of the Facilities then owing to cause the Lenders; provided that: (a) if any such purchasing Lender to share the excess payment pro rata with each of them; provided, that, if participations or subparticipations are purchased and all or any portion of such excess the payment giving rise thereto is thereafter recovered from the purchasing Lenderrecovered, such purchase participations or subparticipations shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion extent of such recovery, without interest; and (ib) the amount provisions of such paying Lender’s required repayment this Section shall not be construed to apply to (iix) any payment made by or on behalf of a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the total amount so recovered from application of Cash Collateral provided for in Section 2.24, or (z) any payment obtained by a Lender as consideration for the purchasing Lender) assignment of or sale of a participation in any interest of its LoansAdvances or other amount paid subparticipations in L/C Exposure or payable by the purchasing Lender in respect of the total amount so recoveredSwingline Advances to any assignee or participant. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the respective Borrowers in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (including Section 2.04A(h)) any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)Pro Rata Share of payments on account of the Loans obtained by all the Lenders, such Lender shall immediately forthwith (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share Pro Rata Share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.13 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Advances by it (other than pursuant to SECTIONS 2.10, 2.11, 2.14, or 10.4) in excess of its ratable share (Applicable Commitment Percentage of payments on account of the Advances or other share contemplated hereunder)reimbursements on account of matured Bankers' Acceptances obtained by all relevant Lenders, then such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable relevant Lenders through the Applicable Agent such participations in the Loans Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them, such purchases to be made first of Advances in the same Type and currency as the payment received by such Lender, and thereafter in such Types and currencies as selected by such purchasing Lender; provided, however, that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, then such purchase from each Lender shall to that extent be rescinded rescinded, and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid thereforto the extent of such recovery, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of that the (i) the amount of such paying Lender’s 's required repayment bears to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this SECTION 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such the applicable Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; PROVIDED, HOWEVER, that this Section 10.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 10.5. The Agent will keep records (which provisions of this Section 10.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of exercising any right of set-off, –off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) due with respect to such participation as fully as other Lender’s Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender were receiving such proportionately greater payment shall purchase participations in the direct creditor Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such Borrower purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this Section 12.5 shall not impair the right of any Lender to exercise any right of set–off or counterclaim it may have and to apply the amount subject to such exercise to the payment of Indebtedness of any Obligor other than such Obligor’s Indebtedness with respect to the Loan and Letter of Credit Exposure. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participationparticipation that such Credit Participant agree to share payments received in respect of the Credit Obligations as provided in this Section 12.5. The Agent will keep records (which provisions of this Section 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. IfSubject to the provisions of the Subordination Agreement and Article IX hereof, other than as expressly provided elsewhere herein, if any Lender shall obtain any payment (whether voluntary or involuntary) on account of the Loans Advances made by it any payment (whether voluntaryother than pursuant to Sections 2.11, involuntary, through the exercise of any right of set-off, 2.12 or otherwise2.14) in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances obtained by all the Lenders, such Lender shall immediately forthwith (ai) notify each of the Agent other Lenders of such fact, receipt and (bii) purchase in Dollars from the other applicable Lenders for cash such participations participation in the Loans Advances made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; providedPROVIDED, HOWEVER, that, if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this SECTION 2.17 may, to the fullest extent permitted by lawlaw and the provisions of the Subordination Agreement and Article IX hereof, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) setoff with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances owing to it (other than pursuant to Section 2.11(d), 2.15, 2.18, 8.04(c) or 8.16 or in respect of Eurodollar RateSOFR Advances converted into Base Rate Advances pursuant to Section 2.16) by the Borrower in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Advances to the Borrower obtained by all the Lenders, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by such Advances owing to them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase from each Lender shall to that extent be rescinded and each other applicable such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.19 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The 39 AmericasActive:16797229.116797229.4 (b) If any Lender shall fail to make any payment required to be made by it pursuant to Sections 2.02(d) or 7.05, then the Administrative Agent will keep records (which shall be conclusive may, in its discretion and binding notwithstanding any contrary provision hereof, apply any amounts thereafter received by the Administrative Agent for the account of such Lender for the benefit of the Administrative Agent to satisfy such Lender’s obligations to it or them under such Section until all such unsatisfied obligations are fully paid, in any order as determined by the absence of manifest error) of participations purchased under this Section 2.18 and will Administrative Agent in each case notify the applicable Lenders following any such purchases or repaymentsits discretion.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Co-Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09SECTION 11.10) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Co-Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account Lenders agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Loans obligations of Borrower, Operating Lessee or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan, whether received by it voluntary payment, by counterclaim or cross action or by the enforcement of any or all of such obligations, (ii) if any of them shall by voluntary payment (whether voluntary, involuntary, through or by the exercise of any right of set-off, counterclaim or otherwise, receive payment of a proportion of the aggregate amount of such obligations held by it which is greater than its Pro Rata Share in the Loan of the payments on account of such obligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify obligations owed to the Agent of others so that all such fact, and (b) purchase in Dollars from the other applicable Lenders recoveries with respect to such participations in the Loans made by them as obligations shall be necessary to cause applied ratably in accordance with such purchasing Lender to share the excess payment pro rata with each of themPro Rata Shares; provided, that, that if all or any portion part of such excess payment received by the purchasing party is thereafter recovered from the purchasing Lenderit, such purchase those purchases shall to that extent be rescinded and each other applicable Lender the purchase prices paid for such participations shall repay be returned to that party to the purchasing Lender the purchase price paid thereforextent necessary to adjust for such recovery, together with an amount equal to such paying Lender’s ratable share (according but without interest except to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from extent the purchasing Lender) of any party is required to pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredconnection with such recovery. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 12.6 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-offsetoff, or otherwise) on account of the Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it, in excess of its ratable share (or other share contemplated hereunder)of payments on account of the Loans and the L/C Obligations obtained by all Lenders entitled to such payments, such Lender shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders such participations in the Loans made by them and/or participations in L/C Obligations or in Swing Line Loans as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; providedPROVIDED, thatHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying other Lender’s 's ratable share (according to the proportion of (i) the amount of such paying other Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this SECTION 2.11(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09setoff) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Each Lender shall obtain on account of the Loans made agrees that (a) if by it any payment (whether voluntary, involuntary, through the exercise of ------------------------ exercising any right of set-off, off or counterclaim or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender it shall immediately (a) notify the Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess receive payment pro rata with each of them; provided, that, if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) a proportion of the aggregate amount due with respect to its Percentage Interest in the Loan and Letter of such paying Lender’s required repayment to Credit Exposure which is greater than (ii) the total amount so recovered from the purchasing Lender) of proportion received by any interest or other amount paid or payable by the purchasing Lender in respect of the total aggregate amount due with respect to such other Lender's Percentage Interest in the Loan and Letter of Credit Exposure and (b) if such inequality shall continue for more than 10 days, the Lender receiving such proportionately greater payment shall purchase participations in the Percentage Interests in the Loan and Letter of Credit Exposure held by the other Lenders, and such other adjustments shall be made from time to time (including rescission of such purchases of participations in the event the unequal payment originally received is recovered from such Lender through bankruptcy proceedings or otherwise), as may be required so recovered. Each Borrower agrees that all such payments of principal and interest with respect to the Loan and Letter of Credit Exposure held by the Lenders shall be shared by the Lenders pro rata in accordance with their respective Percentage Interests; provided, however, that this -------- ------- Section 12.5 shall not impair the right of any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the any right of set-off, but off or counterclaim it may have and to apply the amount subject to Section 11.09) such exercise to the payment of Indebtedness of any Obligor other than such Obligor's Indebtedness with respect to the Loan and Letter of Credit Exposure; provided, further, that such application may -------- ------- be affected by Section 4.05 of the Intercreditor Agreement. Each Lender that grants a participation in the Credit Obligations to a Credit Participant shall require as a condition to the granting of such participation that such Credit Participant agree to share payments received in respect of the Credit Obligations as fully as if such Lender were the direct creditor of such Borrower provided in the amount of such participationthis Section 12.5. The Agent will keep records (which provisions of this Section 12.5 are for the sole and exclusive benefit of the Lenders and no failure of any Lender to comply with the terms hereof shall be conclusive and binding in available to any Obligor as a defense to the absence payment of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsCredit Obligations.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account any payment or reduction (including, without limitation, any amounts received as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code) of the Loans made by it any payment Obligations (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share pro rata portion of payments or reductions on account of such obligations obtained by all the Lenders (or other share contemplated hereunderthan, prior to the termination of the Commitments, payments of principal, interest and fees with respect to the Swingline Loans which are payable solely to the Swingline Lender), such Lender shall immediately forthwith (ai) notify each of the other Lenders and Administrative Agent of such factreceipt, and (bii) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them affected obligations as shall be necessary to cause such purchasing Lender to share the excess payment pro rata or reduction, net of costs incurred in connection therewith, ratably with each of them; provided, that, provided that if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender or additional costs are incurred, the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according restored to the proportion of (i) the amount extent of such paying Lender’s recovery or such additional costs, but without interest unless the Lender obligated to return such funds is required repayment to (ii) the total amount so recovered from the purchasing Lender) of any pay interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredon such funds. Each The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 3.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender Note Purchaser shall obtain on account of the Loans made by Note Purchases owed to it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share Pro Rata Share (or other share contemplated hereunder), such Lender Note Purchaser shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders Note Purchasers such participations in the Loans made by them as shall be necessary to cause such purchasing Lender Note Purchaser to share the excess payment pro rata (based on the Pro Rata Share of each Note Purchaser) with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing LenderNote Purchaser, such purchase shall to that extent be rescinded and each other applicable Lender Note Purchaser shall repay to the purchasing Lender Note Purchaser the purchase price paid therefor, together with an amount equal to such paying Lender’s Note Purchaser's ratable share (according to the proportion of (i) the amount of such paying Lender’s Note Purchaser's required repayment to (ii) the total amount so recovered from the purchasing LenderNote Purchaser) of any interest or other amount paid or payable by the purchasing Lender Note Purchaser in respect of the total amount so recovered. Each Borrower The Issuer agrees that any Lender Note Purchaser so purchasing a participation from another Lender Note Purchaser may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation as fully as if such Lender were Note Purchaser was the direct creditor of such Borrower the Issuer in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 2.15 and will in each case notify the applicable Lenders each Agent following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as provided in Sections 3.04, 4.02, 4.03, 4.05 and 4.06 or as otherwise expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder), such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such Table of Contents participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section 2.18 3.05 and will in each case notify the applicable Lenders following any such purchases or repayments.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, If any Lender Purchaser shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, off or otherwise) on account of the Purchases made by it (other than with respect to payments due to such Purchaser pursuant to Section 2.12, 2.13 or 2.14) in excess of its ratable share (or other share contemplated hereunder)Ratable Portion of payments on account of the Purchases obtained by all the Purchasers, such Lender Purchaser shall immediately (a) notify the Agent of such fact, and (b) forthwith purchase in Dollars from the other applicable Lenders Purchasers (other than any Defaulting Purchasers) such participations interests in the Loans made Receivable Interests purchased by them as shall be necessary to cause such purchasing Lender Purchaser to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lendersuch Purchaser, such purchase from each other Purchaser shall to that extent be rescinded and each such other applicable Lender Purchaser shall repay to the purchasing Lender Purchaser the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lenderother Purchaser’s ratable share Ratable Portion (according to the proportion of (ia) the amount of such paying Lenderother Purchaser’s required repayment to (iib) the total amount so recovered from the purchasing LenderPurchaser) of any interest or other amount paid or payable by the purchasing Lender Purchaser in respect of the total amount so recovered. Each Borrower The Seller agrees that any Lender Purchaser so purchasing a participation an interest in Receivable Interests from another Lender Purchaser pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.09) with respect to such participation interest in Receivable Interests as fully as if such Lender Purchaser were the direct creditor of such Borrower the Seller in the amount of such participation. The Agent will keep records (which shall be conclusive and binding interest in the absence of manifest error) of participations purchased under this Section 2.18 and will in each case notify the applicable Lenders following any such purchases or repaymentsReceivable Interests.

Sharing of Payments, Etc. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder)) thereof, such Lender shall immediately forthwith (a) notify the Administrative Agent of such factfact (and the Administrative Agent shall, promptly after receipt thereof, send a copy of such notice to the Lenders), and (b) purchase in Dollars from the other applicable Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment pro rata ratably with each of them; provided, thathowever, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable 's proportionate share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. Each Borrower The Company agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 11.0911.9) with respect to such participation as fully as if such Lender were the direct creditor of such Borrower the Company in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under pursuant to this Section 2.18 2.15 and will in each case notify the applicable Lenders following any such purchases or repayments.