Common use of Sharing of Payments Clause in Contracts

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of: (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) ); of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article V (LIBOR and Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all the Senior Lenders holding such Loans, then the such Senior Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 4.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 4.14 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Senior Lender as consideration for the assignment or sale of a participation in any of its Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Senior Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.15 applies, such Senior Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Senior Lenders entitled under this Section and will 4.15 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligations (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders entitled thereto, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 4.3, 4.4, 4.5 or the participations 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion a fraction having a numerator of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender and a denominator of (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.10) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If 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 the Committed Loans made by it to a Borrower, or the participations Reimbursement Obligations owed to it by any Borrower in Swing Line Loans held excess of its Pro Rata Share or BSub Percentage, respectively, of all payments and other recoveries obtained by it resulting in all Lenders or the applicable BSub Lenders, as the case may be, on account of principal of and interest on such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinReimbursement Obligations, then the such Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent and the other applicable Lenders of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them Reimbursement Obligations of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans or other recovery pro rata with each of themsuch other Lenders in accordance with their Pro Rata Shares or BSub Percentages, as applicable; provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. . (b) Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 11.2 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchased11.2.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5, 4.6 and 4.7) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or LC Disbursement (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5, 4.6, 4.7 and 4.11) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Lenders holding Loans of such facttype, and (b) such Lender shall purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans LC Disbursements made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation in any Loan or LC Disbursement to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.9 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.10) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.9 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.9 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) If a Lender (a “Recovering Party”) receives or recovers any amount from the Borrower other than in accordance with Clause 6.10(a) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Party shall, within three (3) Business Days, notify details of the Applicable receipt or recovery to the Facility Agent; (ii) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 6.10 (Payments), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such factreceipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Party as its share of any payment to be made, and in accordance with Clause 6.10 (Payments). (b) purchase from The Facility Agent shall treat the other Sharing Payment as if it had been paid by the Borrower and distribute it between the Lenders (other than any Defaulting Lendersthe Recovering Party) such participations (the “Sharing Parties”) in accordance with Clause 6.10 (Payments) towards the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made obligations of the Borrower to the Sharing Parties. (c) On a distribution by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess Facility Agent under paragraph (b) above of a payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered received by a Recovering Party from the purchasing Lender under any Borrower, as between the Borrower and the Recovering Party, an amount of the circumstances described in Section 9.6 (including pursuant Recovered Amount equal to any settlement entered into the Sharing Payment will be treated as not having been paid by the purchasing Lender in its discretion), such purchase shall to Borrower. (d) If any part of the Sharing Payment received or recovered by a Recovering Party becomes repayable and is repaid by that extent be rescinded and each other Lender shall repay Recovering Party to the purchasing Lender Borrower, then: (i) each Sharing Party shall, upon request of the purchase price paid thereforFacility Agent, pay to the Facility Agent for the account of that Recovering Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Party for its proportion of any interest on the Sharing Payment which that Recovering Party is required to pay) (the “Redistributed Amount”); and (ii) as between the Borrower and each relevant Sharing Party, an amount equal to such paying Lender’s ratable share the relevant Redistributed Amount will be treated as not having been paid by the Borrower. (according e) This Clause 6.14 (Sharing of Payments) shall not apply to the proportion extent that the Recovering Party would not, after making any payment pursuant to this Clause 6.14 (Sharing of Payments), have a valid and enforceable claim against the Borrower. (f) A Recovering Party is not obliged to share with any other Lenders any amount which the Recovering Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Lender of the amount of such paying Lender’s required repayment to legal or arbitration proceedings; and (ii) the total amount that other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so recovered from the purchasing Lender) of any interest as soon as reasonably practicable having received notice and did not take separate legal or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedarbitration proceedings.

Sharing of Payments. If(a) If any Commercial Bank Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Commercial Bank Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of ARTICLE IV (LIBOR And Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Commercial Bank Lenders holding Commercial Bank Loans of such facttype, and (b) such Commercial Bank Lender shall purchase from the other Commercial Bank Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Commercial Bank Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them to such Borrower as shall be necessary to cause such purchasing Commercial Bank Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Commercial Bank Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Commercial Bank Lender that has sold a participation to the purchasing Commercial Bank Lender shall repay to the purchasing Commercial Bank Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Commercial Bank Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Commercial Bank Lender’s required repayment to the purchasing Commercial Bank Lender to (iiy) the total amount so recovered from the purchasing Commercial Bank Lender) of any interest or other amount paid or payable by the purchasing Commercial Bank Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Commercial Bank Lender so purchasing a participation or subparticipation from another Commercial Bank Lender pursuant to this Section 3.14(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.910.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Lender Commercial Bank Loan were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Commercial Bank Lender as consideration for the assignment or sale of a participation in any of its Commercial Bank Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Commercial Bank Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 3.14 applies, such Commercial Bank Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Commercial Bank Lenders entitled under this Section and will 3.14 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Revolving Loans made by it to a Borrowerit, or the participations in Swing Line Loans held by it resulting the L/C 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) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Agent Administrative Agent, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to them, and/or such Borrower subparticipations in the participations in L/C Obligations held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans Revolving Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.09) 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 participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Term Loan Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 4.3, 4.4, 4.5 or the participations 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Term Loan Lenders, then the such Term Loan Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Term Loan Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Borrowings made by them to such Borrower as shall be necessary to cause such purchasing Term Loan Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Term Loan Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Term Loan Lender which has sold a participation to the purchasing Term Loan Lender shall repay to the purchasing Term Loan Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Term Loan Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Term Loan Lender’s 's required repayment to the purchasing Term Loan Lender to (iib) the total amount so recovered from the purchasing Term Loan Lender) of any interest or other amount paid or payable by the purchasing Term Loan Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Term Loan Lender so purchasing a participation or subparticipation from another Term Loan Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as fully as if such Term Loan Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Term Loan Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Term Loan Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Term Loan Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made by it Loan (other than pursuant to a Borrowerthe terms of Sections 4.3, or the participations 4.4, 4.5, 4.6 and 4.7) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Loan made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, provided that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.11) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders entitled thereto, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender in respect of such recovery, to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders entitled thereto, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any KSURE Covered Facility Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any KSURE Covered Facility Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of ARTICLE 4 (LIBOR And Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all KSURE Covered Facility Lenders holding KSURE Covered Facility Loans, then the such KSURE Covered Facility Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other KSURE Covered Facility Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line KSURE Covered Facility Loans made by them to such Borrower as shall be necessary to cause such purchasing KSURE Covered Facility Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing KSURE Covered Facility Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other KSURE Covered Facility Lender that has sold a participation to the purchasing KSURE Covered Facility Lender shall repay to the purchasing KSURE Covered Facility Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling KSURE Covered Facility Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling KSURE Covered Facility Lender’s required repayment to the purchasing KSURE Covered Facility Lender to (iiy) the total amount so recovered from the purchasing KSURE Covered Facility Lender) of any interest or other amount paid or payable by the purchasing KSURE Covered Facility Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any KSURE Covered Facility Lender so purchasing a participation or subparticipation from another KSURE Covered Facility Lender pursuant to this Section 3.13(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Lender KSURE Covered Facility Loan were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 3.13 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any KSURE Covered Facility Lender as consideration for the assignment or sale of a participation in any of its KSURE Covered Facility Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any KSURE Covered Facility Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 3.13 applies, such KSURE Covered Facility Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the KSURE Covered Facility Lenders entitled under this Section and will 3.14 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain or Issuing Bank obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Type of Loan (other than pursuant to the Committed Loans made by it to a Borrower, terms of Article V (SOFR and Tax Provisions) or the participations Section 4.16 (Pro Rata Treatment)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Lenders holding Loans of such factType, and (b) such Lender or Issuing Bank shall purchase from the other applicable Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans of such Type made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedprovided that, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of or Issuing Bank, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender that has sold a participation to the purchasing Lender or Issuing Bank shall repay to the purchasing Lender or Issuing Bank the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (i) the amount of such paying selling Lender’s required repayment to the purchasing Lender or Issuing Bank to (ii) the total amount so recovered from the purchasing LenderLender or Issuing Bank) of any interest or other amount paid or payable by the purchasing Lender or Issuing Bank in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender or Issuing Bank so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.13 (Right of Set-Off)) with respect to such participation or subparticipation as fully as if such Lender or Issuing Bank were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 4.17 (Sharing of Payments) shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.17 (Sharing of Payments) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.17 (Sharing of Payments) to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Section 3.1) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.93.5) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Revolving Loans or portion of the Term Loans made by it to a Borrower, or the risk participations in L/C Obligations or in Swing Line Loans held by it resulting (but not including any amounts applied by the Swing Line Lender to outstanding Swing Line Loans prior to the funding of risk participations therein), 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’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent of such fact, and (b) purchase from the other applicable Lenders (other than any Defaulting Lenders) such participations in the Committed Revolving Loans and subparticipations in Swing Line Loans and Swing Line and/or portion of the applicable Term Loans made by them to and/or such Borrower subparticipations in the risk participations in L/C Obligations or Swing Line Loans held by them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Revolving Loans, Term Loans and Swing Line Loans or such risk participations, as the case may be, pro rata with each of themthe Revolving Lenders, Term Loan A Lenders or Term Loan B Lenders, as applicable; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Administrative Agent or any Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender receiving any payment relating to such excess payment shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) 10.09, 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 participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.14 and will in each case notify the applicable Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made terms of SECTION 4.3, 4.4, 4.5 or 4.6) in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion a fraction having a numerator of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender and a denominator of (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 4.10) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender Credit Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 4.3, 4.4, 4.5 or the participations 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments obtained by all Credit Parties, then the Lender receiving such greater proportion Credit Party shall (a) promptly notify the Applicable Administrative Agent of such fact, payment or recovery and (b) shall thereafter as soon as practicable purchase from the other Lenders (other than any Defaulting Lenders) Credit Parties such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender Credit Party to share the excess payment in respect or other recovery ratably (to the extent such other Credit Parties were entitled to receive a portion of such Committed Loans and Swing Line Loans pro rata payment or recovery) with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Credit Party, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender Credit Party which has sold a participation to the purchasing Credit Party shall repay to the purchasing Lender Credit Party the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying Lenderselling Credit Party’s ratable share (according to the proportion of (ia) the amount of such paying Lenderselling Credit Party’s required repayment to the purchasing Credit Party to (iib) the total amount so recovered from the purchasing LenderCredit Party) of any interest or other amount paid or payable by the purchasing Lender Credit Party in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so Credit Party purchasing a participation or subparticipation from another Lender Credit Party pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as fully as if such Lender Credit Party were the direct creditor of such the Borrower in the amount of such participation participation; provided that the Borrower shall have no liability to the Lenders hereunder to the extent that it has made all payments to the Lenders and the Administrative Agent required to be made by the Borrower hereunder. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law any Credit Party receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Credit Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Credit Parties entitled under this Section to share in the benefits of any recovery on such secured claim. The provisions of this Section 4.8 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 Lenders following express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any such purchases payment obtained by any Lender as consideration for the assignment or repayments. Each Lender that purchases sale of a participation in any of its Loans or subparticipation pursuant other Obligations owed 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 purchasedit.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made terms of SECTION 5.3, 5.4 or 5.5) or Letter of Credit in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and/or Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender TO (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 5.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any KEXIM Covered Facility Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any KEXIM Covered Facility Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of ARTICLE 4 (LIBOR And Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all KEXIM Covered Facility Lenders holding KEXIM Covered Facility Loans, then the such KEXIM Covered Facility Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other KEXIM Covered Facility Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line KEXIM Covered Facility Loans made by them to such Borrower as shall be necessary to cause such purchasing KEXIM Covered Facility Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing KEXIM Covered Facility Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other KEXIM Covered Facility Lender that has sold a participation to the purchasing KEXIM Covered Facility Lender shall repay to the purchasing KEXIM Covered Facility Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling KEXIM Covered Facility Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling KEXIM Covered Facility Lender’s required repayment to the purchasing KEXIM Covered Facility Lender to (iiy) the total amount so recovered from the purchasing KEXIM Covered Facility Lender) of any interest or other amount paid or payable by the purchasing KEXIM Covered Facility Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any KEXIM Covered Facility Lender so purchasing a participation or subparticipation from another KEXIM Covered Facility Lender pursuant to this Section 3.13(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Lender KEXIM Covered Facility Loan were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 3.13 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any KEXIM Covered Facility Lender as consideration for the assignment or sale of a participation in any of its KEXIM Covered Facility Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any KEXIM Covered Facility Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 3.13 applies, such KEXIM Covered Facility Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the KEXIM Covered Facility Lenders entitled under this Section and will 3.14 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan, TLC or Reimbursement Obligation (other than pursuant to the Committed Loans made terms of SECTIONS 4.3, 4.4 and 4.5) in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders entitled thereto, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender TO (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 4.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made terms of SECTIONS 4.3, 4.4 and 4.5) in excess of its PRO RATA share of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender TO (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a set off to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account receives and retains any payment, voluntary or involuntary, whether by setoff, application of the Committed Loans made by it to a Borrowerdeposit balance or security, or the participations otherwise, with respect to Indebtedness under this Agreement or any Notes in Swing Line Loans held by it resulting in excess of such Lender’s receiving payment of a proportion of the aggregate amount share of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof payment as provided hereindetermined under this Agreement, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders, promptly upon demand, for cash and at face value and without recourse, a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders (other than any Defaulting Lenders) so that after such participations in purchase each Lender will hold its Applicable Share of the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of themAggregate Outstanding Credit Exposure; provided, however, provided that if all or any portion part of such excess payment is thereafter recovered from such purchasing Lender, the purchasing Lender under any of related purchases from the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase other Lenders shall to that extent be rescinded ratably and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation restored as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 such excess payment so recovered, but without interest. Subject to the same extent as though the purchasing participation purchase obligation above in this Section 8.18, each Lender were the original owner agrees to exercise any and all rights of setoff, counterclaim or banker’s lien first fully against any Notes and participations in such Notes held by such Lender, next to any other Indebtedness of any of the Borrowers to such Lender arising under or pursuant to this Agreement and to any participations held by such Lender in Indebtedness of any of the Borrowers arising under or pursuant to this Agreement, and only then to any other Indebtedness of any of the Borrowers to such Lender. If any Lender, whether in connection with setoff or amounts that might be subject to setoff or otherwise, receives collateral or other protection for its Secured Obligations purchasedor such amounts that may be subject to setoff, such Lender shall, promptly upon demand, take any action required to ensure that all Lenders share in the benefits of such collateral ratably in proportion to their respective Applicable Shares of the Aggregate Outstanding Credit Exposure. If any such payment is disturbed by legal process or otherwise the Lenders shall make any further adjustments that are appropriate.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans or Term Loans, as the case may be, made by it to a Borrowerit, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or the participations otherwise) in Swing Line Loans held by it resulting in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans or Term Loans, as the case may be, made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans Loan or Term Loans, as the case may be, or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.09) 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 participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. IfIf any Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as expressly provided elsewhere herein, any a result of an assignment pursuant to Section 9.3) (a) on account of Obligations due and payable to such Lender shall obtain hereunder and under the Notes at such time in excess of its Ratable Share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all Lenders hereunder and under the Notes at such time) of payments on account of the Committed Loans made Obligations due and payable to all Lenders hereunder and under the Notes at such time obtained by it all the Lenders at such time or (b) on account of Obligations owing (but not due and payable) to a Borrower, or such Lender hereunder and under the participations Notes at such time in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a its Ratable Share (according to the proportion of (i) the amount of such Obligations owing to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the Notes at such Committed Loans or participations time) of payments on account of the Obligations owing (but not due and accrued interest thereon greater than its pro rata share thereof as provided hereinpayable) to all Lenders hereunder and under the Notes at such time obtained by all of the Lenders at such time, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) forthwith purchase from the other Lenders (other than any Defaulting Lenders) such participations interests or participating interests in the Committed Loans Obligations due and subparticipations in Swing Line Loans and Swing Line Loans made by them payable or owing to such Borrower them, as the case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans 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 under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each other Lenders shall to that extent be rescinded and each such other Lender Lenders shall repay to the purchasing Lender the purchase price to the extent of each Lender's Ratable Share (according to the proportion of (i) the purchase price paid therefor, to each Lender to (ii) the aggregate purchase price paid to all Lenders) of such recovery together with an amount equal to such paying each Lender’s ratable share '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 LenderLenders) 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 Borrower agrees that any Lender so purchasing a participation an interest or subparticipation participating interest from another Lender pursuant to this Section 2.15 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation interest or subparticipation participating interest, as the case may be, as fully as if such Lender were the direct creditor of such the Borrower in the amount of such participation interest or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in participating interest, as the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedmay be.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5 and 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) ), of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each of KIL, each other Borrower and each other Guarantor agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of KIL, such Borrower or such Guarantor in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Senior Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article 5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Senior Lenders holding Senior Loans of such factClass (and, and in the case of Construction/Term Loans, any Tranche) (b) including the Revolving LC Issuing Bank with unreimbursed Revolving LC Disbursements of such Class outstanding), such Senior Lender shall purchase from the other Senior Lenders (other than any Defaulting Lendersor the Revolving LC Issuing Bank) (for cash at face value) such participations in the Committed Senior Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them (or unreimbursed Revolving LC Disbursements of such Class, which shall then be converted to such Borrower Senior Loans) as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 4.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.914.14) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 4.15 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Senior Lender as consideration for the assignment or sale of a participation in any of its Senior Loans or the Revolving LCs to which it has a participation interest. (b) If under any applicable bankruptcy, insolvency or other similar law, any Senior Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.15 applies, then such Senior Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Senior Lenders entitled under this Section and will 4.15 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans (a) Obligations due and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal payable to such paying Lender’s Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment Obligations due and payable to such Lender at such time to (ii) the total aggregate amount of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so recovered that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section shall not be construed to apply to (x) 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), (y) the application of Cash Collateral provided for in Section 2.17, or (z) any interest payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other amount paid than an assignment to the Borrower or payable by any of its Subsidiaries (as to which the purchasing Lender in respect provisions of the total amount so recovered, without further interest thereonthis Section shall apply). Each Borrower agrees Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation or subparticipation from another Lender may, pursuant to the fullest extent permitted by Law, foregoing arrangements may exercise all of its against such Loan Party rights of payment (including any right of set-off, but subject to Section 9.9) setoff and counterclaim with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such Borrower Loan Party in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If(a) If any Senior Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Senior Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of Article 4) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Senior Lenders holding Senior Loans, then the such Senior Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Senior Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them to such Borrower as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Senior Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Senior Lender that has sold a participation to the purchasing Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Senior Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Senior Lender’s required repayment to the purchasing Senior Lender to (iiy) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender pursuant to this Section 3.12(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.912.14) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section 3.12 shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Senior Lender as consideration for the assignment or sale of a participation in any of its Senior Loans to which it has a participation interest. (b) If under any applicable bankruptcy, insolvency or other similar law, any Senior Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 3.12 applies, then such Senior Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Senior Lenders entitled under this Section and will 3.12 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If 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 the Committed Loans, the Reimbursement Obligations or participations in Swingline Loans made owed to it by it to a Borrowerany Borrower in excess of its Pro Rata Share or BSub Percentage, respectively, of all payments and other recoveries obtained by all Lenders or the applicable BSub Lenders, as the case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinSwingline Loans, then the such Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent and the other applicable Lenders (including the Swingline Lender) of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans, Reimbursement Obligations and participations in Swingline Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans or other recovery pro rata with each of themsuch other Lenders in accordance with their Pro Rata Shares or BSub Percentages, as applicable; provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. . (b) Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 11.2 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchased11.2.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan, any Reimbursement Obligation or any other Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of any Obligation in excess of its ratable share of payments on account of similar obligations obtained by all the Committed Loans made by it to a BorrowerLenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) forthwith purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made such similar obligations held by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata ratably with each of them; provided, however, that (a) if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredrecovered and (b) the provisions of this Section shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including any payment of an amendment, without further interest thereonconsent or waiver fee to consenting Lenders pursuant to an effective amendment, consent or waiver with respect to this Agreement), or (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, other than to any Loan Party or any Subsidiary thereof (as to which the provisions of this Section shall apply). Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the Lender’s right of set-off, but subject to Section 9.9) 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 participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 5.3, 5.4, 5.5 or the participations 5.7) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments obtained by all Lender Parties, then the such Lender receiving such greater proportion Party shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) Lender Parties such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender Party to share the excess payment in respect or other recovery ratably (to the extent such other Lender Parties were entitled to receive a portion of such Committed Loans and Swing Line Loans pro rata payment or recovery) with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of Party, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender Party which has sold a participation to the purchasing Lender Party shall repay to the purchasing Lender Party the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying Lenderselling Lender Party’s ratable share (according to the proportion of (ia) the amount of such paying Lenderselling Lender Party’s required repayment to the purchasing Lender Party to (iib) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees . (b) The Borrowers agree that any Lender so Party purchasing a participation or subparticipation from another Lender Party pursuant to this Section 5.9 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.10) with respect to such participation or subparticipation as fully as if such Lender Party were the direct creditor of such the relevant Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law any Lender Party receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 5.9 applies, such Lender Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lender Parties entitled under this Section and will 5.9 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If any Lender Party shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Credit Extension or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 3.3, 5.3, 5.4, 5.5, 5.7 or the participations 6.3) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments obtained by all Lender Parties, then the such Lender receiving such greater proportion Party shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) Lender Parties such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender Party to share the excess payment in respect or other recovery ratably (to the extent such other Lender Parties were entitled to receive a portion of such Committed Loans and Swing Line Loans pro rata payment or recovery) with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of Party, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender Party which has sold a participation to the purchasing Lender Party shall repay to the purchasing Lender Party the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying Lenderselling Lender Party’s ratable share (according to the proportion of (ia) the amount of such paying Lenderselling Lender Party’s required repayment to the purchasing Lender Party to (iib) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees . (b) The Borrowers agree that any Lender so Party purchasing a participation or subparticipation from another Lender Party pursuant to this Section 5.9 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.10) with respect to such participation or subparticipation as fully as if such Lender Party were the direct creditor of such the relevant Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law any Lender Party receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 5.9 applies, such Lender Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lender Parties entitled under this Section and will 5.9 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If(a) If any Working Capital Lender, Issuing Bank or Swing Line Lender obtains any payment or other than as expressly provided elsewhere hereinrecovery (whether voluntary, any Lender shall obtain involuntary, by application of setoff or otherwise) on account of the Committed Loans made by it to a Borrowerany Working Capital Loan, LC Loan or the participations in Swing Line Loans held by it resulting Loan (other than pursuant to the terms of Article V (Term SOFR and Tax Provisions) or Section 4.16 (Pro Rata Treatment)) in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof of payments then or therewith obtained by all Working Capital Lenders holding Working Capital Loans, LC Loans or Swing Line Loans (as provided hereinapplicable), then the such Working Capital Lender, Issuing Bank or Swing Line Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Working Capital Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Working Capital Loans, LC Loans and subparticipations in Swing Line Loans and or Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Working Capital Lender, Issuing Bank or Swing Line Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Working Capital Lender that has sold a participation to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender shall repay to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Working Capital Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Working Capital Lender’s required repayment to the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender to (iiy) the total amount so recovered from the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender) of any interest or other amount paid or payable by the purchasing Working Capital Lender, Issuing Bank or Swing Line Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Working Capital Lender, Issuing Bank or Swing Line Lender or so purchasing a participation or subparticipation from another Working Capital Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.13 (Right of Set-Off)) with respect to such participation or subparticipation as fully as if such Working Capital Lender, Issuing Bank or Swing Line Lender were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Working Capital Lender as consideration for the assignment or sale of a participation in any of its Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Working Capital Lender, Issuing Bank or Swing Line Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.17 (Sharing of Payments) applies, such Working Capital Lender, Issuing Bank or Swing Line Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations the Working Capital Lenders, Issuing Banks or subparticipation purchased the Swing Line Lenders entitled under this Section and will 4.17 (Sharing of Payments) to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. IfIf any Lender, other than as expressly provided elsewhere herein, any the Issuing Lender or the Swing Line Lender shall obtain on account receive and retain any payment, whether by setoff, application of deposit balance or security, or otherwise, in respect of the Committed Loans made by it Obligations in excess of such Lender’s, the Swing Line Lender’s or the Issuing Lender’s Applicable Revolving Percentage or Applicable Term Percentage with respect to a BorrowerSeries of Term Loans, or as the participations in case may be, then such Lender, Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans Lender or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Issuing Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Revolving Lenders (other than any Defaulting or applicable Term Lenders) , as the case may be, for cash and at face value and without recourse, such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made Obligations held by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata to be shared ratably as aforesaid with each of them; provided, however, that if all such excess payment or any part thereof is thereafter recovered from such purchasing Lender, Swing Line Lender or Issuing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 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, but without further interest thereoninterest. Each Lender, the Swing Line Lender and the Issuing Lender are hereby authorized by the Borrower agrees that Parties to exercise any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise and all of its rights of payment (including setoff, counterclaim or bankers’ lien against the full amount of the Obligations, whether or not held by such Lender, the Swing Line Lender or the Issuing Lender. Each of the Lenders, the Swing Line Lender and the Issuing Lender hereby agree to exercise any right such rights first against the Obligations and only then to any other Indebtedness of set-off, but subject to Section 9.9) with respect the Borrower to such participation Lender, the Swing Line Lender or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedIssuing Lender.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) If a Lender (a “Recovering Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 6.9(a)(a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Party shall, within three (3) Business Days, notify details of the Applicable receipt or recovery to the Facility Agent; (ii) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 6.9 (Payments), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such factreceipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Party as its share of any payment to be made, and in accordance with Clause 6.9 (Payments). (b) purchase from The Facility Agent shall treat the other Sharing Payment as if it had been paid by the Borrower and distribute it between the Lenders (other than any Defaulting Lendersthe Recovering Party) such participations (the “Sharing Parties”) in accordance with Clause 6.9(Payments) towards the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made obligations of the Borrower to the Sharing Parties. (c) On a distribution by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess Facility Agent under paragraph (b) above of a payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered received by a Recovering Party from the purchasing Lender under any relevant Obligor, as between that Obligor and the Recovering Party, an amount of the circumstances described in Section 9.6 (including pursuant Recovered Amount equal to any settlement entered into the Sharing Payment will be treated as not having been paid by the purchasing Lender in its discretion), such purchase shall to relevant Obligor. (d) If any part of the Sharing Payment received or recovered by a Recovering Party becomes repayable and is repaid by that extent be rescinded and each other Lender shall repay Recovering Party to the purchasing Lender Borrower, then: (i) each Sharing Party shall, upon request of the purchase price paid thereforFacility Agent, pay to the Facility Agent for the account of that Recovering Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Party for its proportion of any interest on the Sharing Payment which that Recovering Party is required to pay) (the “Redistributed Amount”); and (ii) as between the relevant Obligor and each relevant Sharing Party, an amount equal to such paying Lender’s ratable share the relevant Redistributed Amount will be treated as not having been paid by the relevant Obligor. (according e) This Clause 6.12 (Sharing of Payments) shall not apply to the proportion extent that the Recovering Party would not, after making any payment pursuant to this Clause 6.12 (Sharing of Payments), have a valid and enforceable claim against the relevant Obligor. (f) A Recovering Party is not obliged to share with any other Lenders any amount which the Recovering Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Lender of the amount of such paying Lender’s required repayment to legal or arbitration proceedings; and (ii) the total amount that other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so recovered from the purchasing Lender) of any interest as soon as reasonably practicable after having received notice and did not take separate legal or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedarbitration proceedings.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 4.3, 4.4, 4.5 or the participations 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) If a Lender (a “Recovering Party”) receives or recovers any amount from an Obligor other than in accordance with Clause 6.10(a) (a “Recovered Amount”) and applies that amount to a payment due under the Finance Documents then: (i) the Recovering Party shall, within three (3) Business Days, notify details of the Applicable receipt or recovery to the Facility Agent; (ii) the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 6.10 (Payments), without taking account of any tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and (iii) the Recovering Party shall, within three (3) Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such factreceipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Party as its share of any payment to be made, and in accordance with Clause 6.10 (Payments). (b) purchase from The Facility Agent shall treat the other Sharing Payment as if it had been paid by the Borrower and distribute it between the Lenders (other than any Defaulting Lendersthe Recovering Party) such participations (the “Sharing Parties”) in accordance with Clause 6.10 (Payments) towards the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made obligations of the Borrower to the Sharing Parties. (c) On a distribution by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess Facility Agent under paragraph (b) above of a payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered received by a Recovering Party from the purchasing Lender under any relevant Obligor, as between that Obligor and the Recovering Party, an amount of the circumstances described in Section 9.6 (including pursuant Recovered Amount equal to any settlement entered into the Sharing Payment will be treated as not having been paid by the purchasing Lender in its discretion), such purchase shall to relevant Obligor. (d) If any part of the Sharing Payment received or recovered by a Recovering Party becomes repayable and is repaid by that extent be rescinded and each other Lender shall repay Recovering Party to the purchasing Lender Borrower, then: (i) each Sharing Party shall, upon request of the purchase price paid thereforFacility Agent, pay to the Facility Agent for the account of that Recovering Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Party for its proportion of any interest on the Sharing Payment which that Recovering Party is required to pay) (the “Redistributed Amount”); and (ii) as between the relevant Obligor and each relevant Sharing Party, an amount equal to such paying Lender’s ratable share the relevant Redistributed Amount will be treated as not having been paid by the relevant Obligor. (according e) This Clause 6.14 (Sharing of Payments) shall not apply to the proportion extent that the Recovering Party would not, after making any payment pursuant to this Clause 6.14 (Sharing of Payments), have a valid and enforceable claim against the relevant Obligor. (f) A Recovering Party is not obliged to share with any other Lenders any amount which the Recovering Party has received or recovered as a result of taking legal or arbitration proceedings, if: (i) it notified that other Lender of the amount of such paying Lender’s required repayment to legal or arbitration proceedings; and (ii) the total amount that other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so recovered from the purchasing Lender) of any interest as soon as reasonably practicable after having received notice and did not take separate legal or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedarbitration proceedings.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If any Lender shall obtain or Issuing Bank obtains any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Type of Loan (other than pursuant to the Committed Loans made by it to a Borrower, terms of Article V (LIBOR AndSOFR and Tax Provisions) or the participations Section 4.16 (Pro Rata Treatment)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Lenders holding Loans of such factType, and (b) such Lender or Issuing Bank shall purchase from the other applicable Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans of such Type made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of or Issuing Bank, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender that has sold a participation to the purchasing Lender or Issuing Bank shall repay to the purchasing Lender or Issuing Bank the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Lender’s required repayment to the purchasing Lender or Issuing Bank to (iiy) the total amount so recovered from the purchasing LenderLender or Issuing Bank) of any interest or other amount paid or payable by the purchasing Lender or Issuing Bank in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender or Issuing Bank so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.17(a) (Sharing of Payments) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.911.13 (Right of Set-offSet-Off)) with respect to such participation or subparticipation as fully as if such Lender or Issuing Bank were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.17 (Sharing of Payments) applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.17 (Sharing of Payments) to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. IfIf any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as expressly provided elsewhere herein, any a result of an assignment pursuant to Section 9.07) (a) on account of obligations due and payable to such Lender shall obtain Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the obligations due and payable to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Committed Loans made obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by it all the Lender Parties at such time or (b) on account of obligations owing (but not due and payable) to a Borrower, or such Lender Party hereunder and under the participations Notes at such time in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a its ratable share (according to the proportion of (i) the amount of such obligations owing to such Lender Party at such time to (ii) the aggregate amount of the obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such Committed Loans or participations time) of payments on account of the obligations owing (but not due and accrued interest thereon greater than its pro rata share thereof as provided herein, then payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender receiving Parties at such greater proportion time, such Lender Party shall (a) notify the Applicable Agent of such fact, and (b) forthwith purchase from the other Lenders (other than any Defaulting Lenders) Lender Parties such participations interests or participating interests in the Committed Loans obligations due and subparticipations in Swing Line Loans and Swing Line Loans made by them payable or owing to such Borrower them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment in respect of such Committed Loans and Swing Line Loans 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 under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Party, such purchase from each other Lender Party shall to that extent be rescinded and each such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party's ratable share (according to the proportion of (i) the purchase price paid therefor, to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such paying Lender’s Lender Party's ratable share (according to the proportion of (i) the amount of such paying Lender’s other Lender Party's required repayment to (ii) the total amount so recovered from the purchasing LenderLender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender Party so purchasing a participation an interest or subparticipation participating interest from another Lender Party pursuant to this Section 2.13 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation interest or subparticipation participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of such the Borrower in the amount of such participation interest or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in participating interest, as the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedmay be.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account (x) of the Revolving Loans made by it or its participation in Letters of Credit in excess of its Revolving Credit Proportionate Share of payments on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then Letters of Credit obtained by all the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lender that has waived its share in writing), or interest thereon, such Lender shall forthwith purchase from the other Revolving Credit Lenders) , such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to such Borrower or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, or (y) the Term Loans made by it in respect excess of its Term Loan Proportionate Share of payments on account of the Term Loans obtained by all the Lenders (other than any Lender that has waived its share in writing or pursuant to Section 2.5(n)), or interest thereon, such Committed Lender shall forthwith purchase from the other Term Loan Lenders such participation in the Term Loans and Swing Line Loans pro rata made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender with Obligations of the respective Tranche shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of to the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.10 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) 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 participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment ------------------- or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or any Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata ------------ --- --- --- ---- share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or -------- ------- any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing -- Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or LC Disbursement (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5, 4.6, 4.7 and 4.11) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Lenders holding Loans of such facttype, and (b) such Lender shall purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans LC Disbursements made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation in any Loan or LC Disbursement to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.9 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.10) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.9 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.9 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under 44 Toyota – Three Year Credit this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender or Issuer shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it terms of Sections 5.3, 5.4 and 5.5) or Letter of Credit (other than pursuant to a Borrower, or the participations Section 4.8) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) or Issuers such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and/or Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from the such purchasing Lender under any of or Issuer, the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender or each Issuer which has sold a participation to the purchasing Lender or Issuer shall repay to the purchasing Lender or Issuer, the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's or such Issuer's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's or such Issuer's required repayment to the purchasing Lender or Issuer (iib) the total amount so recovered from the purchasing LenderLender or Issuer) of any interest or other amount paid or payable by the purchasing Lender or Issuer in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender or any Issuer so purchasing a participation or subparticipation from another Lender or any Issuer pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.9) with respect to such participation or subparticipation as fully as if such Lender or such Issuer were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender or any Issuer receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender or such Issuer shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations the Lenders or subparticipation purchased Issuers entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Revolving Credit Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Revolving Credit Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 5.3, 5.4, 5.5 or the participations 5.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Revolving Credit Lenders, then the such Revolving Credit Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Revolving Credit Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Borrowings made by them to such Borrower as shall be necessary to cause such purchasing Revolving Credit Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Revolving Credit Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Revolving Credit Lender which has sold a participation to the purchasing Revolving Credit Lender shall repay to the purchasing Revolving Credit Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Revolving Credit Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Revolving Credit Lender’s 's required repayment to the purchasing Revolving Credit Lender (iib) the total amount so recovered from the purchasing Revolving Credit Lender) of any interest or other amount paid or payable by the purchasing Revolving Credit Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees The Revolving Credit Borrowers agree that any Revolving Credit Lender so purchasing a participation or subparticipation from another Revolving Credit Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.9) with respect to such participation or subparticipation as fully as if such Revolving Credit Lender were the direct creditor of such Borrower the Revolving Credit Borrowers in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Revolving Credit Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Revolving Credit Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Revolving Credit Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If 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 the Committed Loans made by it to a BorrowerLoans, the Reimbursement Obligations or the participations in Swing Line Swingline Loans held owed to it by it resulting any Borrower in such Lender’s receiving payment excess of a proportion of its Pro Rata Share or BSub Percentage, respectively, related to the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof portion of the Term Loans of all payments and other recoveries obtained by all Revolving Lenders, the applicable BSub Lenders or all Term Lenders, as provided hereinthe case may be, on account of principal of and interest on such Loans, Reimbursement Obligations or participations in Swingline Loans, then the such Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent and the other applicable Lenders (including the Swingline Lender) of such fact, fact and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans, Reimbursement Obligations and participations in Swingline Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them of the other Lenders to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans or other recovery pro rata with such other Lenders in accordance with their Pro Rata Shares, BSub Percentages or pro rata portion of the Term Loans, as applicable (or, after all Loans have matured or been accelerated, in such manner as results in all Lenders sharing such payment or other recovery pro rata (determined on the basis of the relationship between the aggregate amount owed hereunder to each of themLender and the aggregate amount owed hereunder to all Lenders); provided, however, provided that if all or any portion of such excess payment or other recovery is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other applicable Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. . (b) Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 11.2 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such Borrower in the amount of such participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchased11.2.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made any Advance in excess of its Pro Rata Percentage of payments then or theretofore obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Advances made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share ([according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) ] of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of Credit Agreement such Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar Law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrowerit, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or the participations otherwise) in Swing Line Loans held by it resulting in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans Loan pro rata with each of them; provided, however, provided that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.09) 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 participation or subparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation and subparticipations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights 61 of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. For the purposes of determining a Lender's applicable pro rata share, all issued and will outstanding Letters of Credit shall be considered Revolving Loans, and any payments in each case notify respect thereof shall be deposited in the cash collateral account established pursuant to Section 2.7 hereof. If any Letter of Credit shall thereafter expire or terminate without being drawn, the amount previously deposited into the cash collateral account in respect thereof shall be released from the cash collateral account and distributed to the Lenders following any such purchases or repayments. Each Lender that purchases on a participation or subparticipation pursuant to this Section pro rata basis or, if no Specified Default shall from and after such purchase have the right to give all noticesbe continuing, requests, demands, directions and other communications under this Agreement with respect delivered to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedBorrower.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain on account receives and retains any payment, voluntary or involuntary, whether by setoff, application of the Committed Loans made by it to a Borrowerdeposit balance or security, or the participations otherwise, with respect to Indebtedness under this Agreement or any Notes in Swing Line Loans held by it resulting in excess of such Lender’s receiving payment of a proportion of the aggregate amount share of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof payment as provided hereindetermined under this Agreement, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders, promptly upon demand, for cash and at face value and without recourse, a portion of the Aggregate Outstanding Credit Exposure held by the other Lenders (other than any Defaulting Lenders) so that after such participations in purchase each Lender will hold its Applicable Share of the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of themAggregate Outstanding Credit Exposure; provided, however, provided that if all or any portion part of such excess payment is thereafter recovered from such purchasing Lender, the purchasing Lender under any of related purchases from the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase other Lenders shall to that extent be rescinded ratably and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation restored as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 such excess payment so recovered, but without interest. Subject to the same extent as though the purchasing participation purchase obligation above in this Section 8.18, each Lender were the original owner agrees to exercise any and all rights of setoff, counterclaim or banker’s lien first fully against any Notes and participations in such Notes held by such Lender, next to any other Indebtedness of any of the Borrowers to such Lender arising under or pursuant to this Agreement and to any participations held by such Lender in Indebtedness of any of the Borrowers arising under or pursuant to this Agreement, and only then to any other Indebtedness of any of the Borrowers to such Lender. If any Lender, whether in connection with setoff or amounts that might be subject to setoff or otherwise, receives collateral or other protection for its Obligations purchasedor such amounts that may be subject to setoff, such Lender shall, promptly upon demand, take any action required to ensure that all Lenders share in the benefits of such collateral ratably in proportion to their respective Applicable Shares of the Aggregate Outstanding Credit Exposure. If any such payment is disturbed by legal process or otherwise the Lenders shall make any further adjustments that are appropriate.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5 and 4.7) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i) the amount of such paying selling Lender’s 's required repayment to (ii) the purchasing Lender to 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 Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.10) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. IfIf any Additional Loan Lender or Original Lender, other than as expressly provided elsewhere hereinapplicable, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or Letter of Credit Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of Section 4.3, 4.4, 4.5 or the participations 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof of payments then or therewith obtained by all other Additional Loan Lenders or Original Lenders, as provided hereinapplicable, then the such Additional Loan Lender receiving such greater proportion or Original Lender, as applicable, shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Additional Loan Lenders (other than any Defaulting or Original Lenders) , as applicable, such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation participation. If, under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made any Letter of Credit or Loan in excess of its Percentage of payments then or therewith obtained by it to a Borrowerall Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in Letters of Credit or Loans, as the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower case may be, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off or otherwise) on account of (x) the Revolving Loans made by it or its participation in Letters of Credit in excess of its Revolving Credit Proportionate Share of payments on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then Letters of Credit obtained by all the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lender that has waived its share in writing), or interest thereon, such Lender shall forthwith purchase from the other Revolving Credit Lenders) , such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to such Borrower or in their participation in Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them, or (y) the Term Loans made by it in respect excess of its Term Loan Proportionate Share of payments on account of the Term Loans obtained by all the Lenders (other than any Lender that has waived its share in writing or pursuant to Section 2.5(m)), or interest thereon, such Committed Lender shall forthwith purchase from the other Term Loan Lenders such participation in the Term Loans and Swing Line Loans pro rata made by them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that that, in the case of preceding clause (x) or (y), if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase from each Lender (with Obligations of the respective Tranche) shall to that extent be rescinded and each other such Lender shall repay to the purchasing Lender the purchase price paid therefor, to the extent of such recovery together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of to the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 2.10 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) 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 participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan, Additional TLC or Reimbursement Obligation (other than pursuant to the Committed Loans made by it to a Borrowerterms of SECTIONS 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro PRO rata share thereof as provided hereinof payments then or therewith obtained by all Lenders entitled thereto, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; providedPROVIDED, howeverHOWEVER, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender TO (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.9SECTION 4.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere hereinwhen an Event of Default occurs and is continuing, any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan, Canadian Bankers’ Acceptance or Canadian BA Equivalent Note (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.1, or the participations 4.3 and 4.4) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Loans, Canadian Bankers’ Acceptances and/or Canadian BA Equivalent Notes made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.912.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such the applicable Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. The Lenders may, without the consent of either Borrower or any other Person, make arrangements among themselves to amend or otherwise modify this subsection (b) and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 establish different sharing arrangements with respect to the portion payments by or on behalf of the Obligations purchased Borrowers; provided that any such amendment, modification or sharing arrangement shall be consented to the same extent as though the purchasing Lender were the original owner of the Obligations purchasedby all Lenders.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Revolving Lender shall obtain any payment (whether made voluntarily or involuntarily, or through the exercise of any right of set-off, or otherwise) on account of the Committed Revolving Loans made by it to a Borrower, or its participation in the participations Letter of Credit Obligations in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion its Proportionate Share of payments on account of the aggregate amount of such Committed Revolving Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinLetter of Credit Obligations obtained by all the Revolving Lenders, then the such Revolving Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) forthwith purchase from the other Revolving Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to such Borrower or in their participation in Letters of Credit as shall be necessary to cause such purchasing Revolving Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata ratably with each of them; providedPROVIDED, however, that THAT if all or any portion of such excess payment is thereafter recovered from the such purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Revolving Lender, such purchase from each Revolving Lender shall to that extent be rescinded and each other such Revolving Lender shall repay to the purchasing Revolving Lender the purchase price paid thereforto the extent of such recovery, together with an amount equal to such paying Revolving Lender’s 's ratable share (according to the proportion of (iI) the amount of such paying Revolving Lender’s 's required repayment to (iiII) the total amount so recovered from the purchasing Revolving Lender) of any interest or other amount paid or payable by the purchasing Revolving Lender in respect of to the total amount so recovered, without further interest thereon. Each Borrower agrees The Borrowers agree that any Revolving Lender so purchasing a participation or subparticipation from another Revolving Lender maypursuant to this SECTION 2.6, to the fullest extent permitted by Lawlaw, may exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Revolving Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Revolving Loans made by it to a Borrowerit, or the participations in Swing Line Loans held by it resulting the L/C 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) thereof, such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Revolving Loans made by them to them, and/or such Borrower subparticipations in the participations in L/C Obligations held by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans Revolving Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any the right of set-off, but subject to Section 9.910.09) 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 participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, If any Liquidity Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Liquidity Advance (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 5.3, or the participations 5.4, 5.5 and 5.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Liquidity Lenders, then the such Liquidity Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Liquidity Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Liquidity Advances made by them to such Borrower as shall be necessary to cause such purchasing Liquidity Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery with each of themthem on a pro rata basis, computed on the basis of each Liquidity Lender's outstanding Liquidity Advances; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Liquidity Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Liquidity Lender which has sold a participation to the purchasing Liquidity Lender shall repay to the purchasing Liquidity Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Liquidity Lender’s 's ratable share (according to the proportion of : (ia) the amount of such paying selling Liquidity Lender’s 's required repayment to the purchasing Liquidity Lender, to (iib) the total amount so recovered from the purchasing Liquidity Lender) of any interest or other amount paid or payable by the purchasing Liquidity Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Liquidity Lender so purchasing a participation or subparticipation from another Liquidity Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.9) with respect to such participation or subparticipation as fully as if such Liquidity Lender were the direct creditor of such the Borrower in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Liquidity Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Liquidity Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Liquidity Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or participation in a Revolving Loan Letter of Credit (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4, 4.5 and 4.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein(calculated by reference to such Lender's Percentage Share) of payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and participations in Revolving Loan Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of or other recovery ratably (calculated by reference to such Committed Loans and Swing Line Loans pro rata Lender's Percentage Share) with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery (calculated by reference to such Lender's Percentage Share) together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.8 may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.8 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.8 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, and subject to any scheduled mandatory reductions under the UK Credit Agreement or the US Credit Agreement (provided that the corresponding scheduled mandatory payment(s) has or have been made to the other bank group), any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Applicable US Agent and the UK Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans US Obligations and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower UK Obligations as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Applicable US Agent and the UK Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 14 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation Where the reduction in the US Commitments has occurred as required pursuant to the US Credit Agreement, the purchase mechanism set forth in this Section 14 shall from and after such purchase have also apply where a revolving facility has not been fully utilized to its then current level of commitment at the right to give all notices, requests, demands, directions and other communications under this Agreement with respect time of any Enforcement. Notwithstanding anything to the portion of contrary in this Section 14, the Obligations purchased participation purchases contemplated hereby shall occur no frequently than (i) every six months prior to the same extent as though commencement and continuation of any Enforcement and (ii) every month during the purchasing Lender were the original owner continuation of the Obligations purchasedany Enforcement.

Sharing of Payments. If, other than as expressly provided elsewhere herein, 32.1 This Clause 32 applies if any Lender shall obtain on account (the “Sharing Lender”) at any time receives or recovers (whether by way of voluntary or involuntary payment, by virtue of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment exercise of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (legal rights including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay but not limited to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject counterclaim or otherwise howsoever) the whole or any part of any amounts due to Section 9.9it from the Borrowers (or any of them) under this Agreement or any of the other Finance Documents otherwise than by distribution from the Agent in accordance with respect the terms of this Agreement. 32.2 Subject to Clauses 32.3 and 32.4 32.2.1 the Sharing Lender shall forthwith pay to the Agent the full amount or (as the case may be) an amount equal to the equivalent of the full amount so received or recovered; 32.2.2 as between the Borrower and the Sharing Lender, the Borrower shall remain or again become indebted to such participation or subparticipation as fully as if such Sharing Lender were the direct creditor of such Borrower under this Agreement in the amount so paid as if it had not been received or recovered as aforesaid; and 32.2.3 the Agent shall treat the amount so paid as if it were a payment by the Borrower on account of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in amounts due from the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications Borrower under this Agreement with respect or any of the other Security Documents for distribution to the Sharing Lender and such of the other Lenders in the proportions in which the Sharing Lender and the other Lenders would have been entitled to receive such amount had it been paid by the Borrower to the Agent hereunder or under such Security Documents. 32.3 Any payment and adjustment made pursuant to Clause 32.2 shall be subject to the condition that, if the amount (or any part thereof) so paid by the Sharing Lender to the Agent subsequently falls to be repaid by the Sharing Lender to the Borrower or any other person, then each of the Lenders who has received any part thereof from the Agent shall repay the amount received by it to the Sharing Lender, together with such amount (if any) as is necessary to reimburse the Sharing Lender the appropriate portion of any interest it has been obliged to pay when repaying such amount as aforesaid, and the Obligations purchased relevant adjustments pursuant to Clause 32.2 shall be cancelled. 32.4 A Sharing Lender which has commenced or joined in an action or proceeding in any court to recover sums due to it under this Agreement or any of the other Finance Documents, and pursuant to a judgment obtained therein or a settlement or compromise of that action or proceeding shall have received any amount, shall not be required to share any proportion of that amount with a Lender which has the legal right to, but does not, join such action or proceeding or commence and diligently prosecute a separate action or proceeding to enforce its rights under this Agreement or any of the other Finance Documents in the same or another court. 32.5 Each Lender shall promptly give notice to the same extent as though Agent of: 32.5.1 the purchasing institution by that Lender were of a legal action or proceedings against the original owner Borrower under this Agreement or under any of the Obligations purchasedother Finance Documents or in connection therewith as soon as practicable thereafter (and, in any event, within 5 Banking Days); and 32.5.2 the receipt or recovery by that Lender of any amount due and payable by the Borrower under this Agreement or under any of the other Security Documents which is received or recovered otherwise than through the Agent. Upon receipt of any such notice the Agent will as soon as practicable thereafter notify the other Lenders.

Sharing of Payments. If(a) If any Construction/Term Loan Lender obtains any payment or other recovery (whether voluntary, other than as expressly provided elsewhere hereininvoluntary, any Lender shall obtain by application of setoff or otherwise) on account of any Construction/Term Loan (other than pursuant to the Committed Loans made by it to a Borrower, or the participations terms of ARTICLE IV (LIBOR And Tax Provisions)) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, of payments then the Lender receiving such greater proportion shall (a) notify the Applicable Agent or therewith obtained by all Construction/Term Loan Lenders holding Construction/Term Loans of such facttype, and (b) such Construction/Term Loan Lender shall purchase from the other Construction/Term Loan Lenders (other than any Defaulting Lendersfor cash at face value) such participations in the Committed Construction/Term Loans and subparticipations in Swing Line Loans and Swing Line Loans of such type made by them to such Borrower as shall be necessary to cause such purchasing Construction/Term Loan Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that that, if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Construction/Term Loan Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Construction/Term Loan Lender that has sold a participation to the purchasing Construction/Term Loan Lender shall repay to the purchasing Construction/Term Loan Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Construction/Term Loan Lender’s ratable share (according to the proportion of (ix) the amount of such paying selling Construction/Term Loan Lender’s required repayment to the purchasing Construction/Term Loan Lender to (iiy) the total amount so recovered from the purchasing Construction/Term Loan Lender) of any interest or other amount paid or payable by the purchasing Construction/Term Loan Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Construction/Term Loan Lender so purchasing a participation or subparticipation from another Construction/Term Loan Lender pursuant to this Section 3.15(a) may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.910.14 (Right of Setoff)) with respect to such participation or subparticipation as fully as if such Lender Construction/Term Loan were the direct creditor of such the Borrower in the amount of such participation or subparticipationparticipation. The Applicable Agent will keep records provisions of this Section shall not be construed to apply to any payment by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by any Construction/Term Loan Lender as consideration for the assignment or sale of a participation in any of its Construction/Term Loans. (b) If under any applicable bankruptcy, insolvency or other similar law, any Construction/Term Loan Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 3.15 applies, such Construction/Term Loan Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Construction/Term Loan Lenders entitled under this Section and will 3.15 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Liquidity Lender shall obtain any payment or other recovery (whether voluntary or involuntary) on account of any Liquidity Advance (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 5.3, or the participations 5.4, 5.5 and 5.6) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments, on the basis of Liquidity Advances Outstanding, or if no Liquidity Advances are outstanding, on the basis of Liquidity Commitments, then the or therewith obtained by all Liquidity Lenders, such Liquidity Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Liquidity Lenders (other than any Defaulting Lenders) such participations participation in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Liquidity Advances made by them to such Borrower as shall be necessary to cause such purchasing Liquidity Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery with each of themthem on a Pro rata basis, computed on the basis of each Liquidity Lender's Liquidity Advances Outstanding or Liquidity Commitment, as the case may be, on the date of such computation; providedProvided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Liquidity Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Liquidity Lender which has sold a participation to the purchasing Liquidity Lender shall repay to the purchasing Liquidity Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Liquidity Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying Lender’s selling Liquidity Lenders required repayment to the purchasing Liquidity Lender to (iib) the total amount so recovered from the purchasing Liquidity Lender) of any interest or other amount paid or payable by the purchasing Liquidity Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower NFC agrees that any Liquidity Lender so purchasing a participation or subparticipation from another Liquidity Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Liquidity Lender were the direct creditor of such Borrower NFC in the amount of such participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Liquidity Lender receives a secured claim to which shall be conclusive and binding this Section applies, such Liquidity Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Liquidity Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan (other than pursuant to the Committed Loans made by it to a Borrower, terms of Section 4.1 or the participations 4.2) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all other Lenders, then the Lender receiving such greater proportion Lender, shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) , such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans Credit Extensions made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s required repayment to the purchasing Lender (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.5) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Borrowers in the amount of such participation participation. If, under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere ------------------- herein, and subject to any scheduled mandatory reductions under the UK Credit Agreement or the US Credit Agreement (provided that the corresponding scheduled mandatory payment(s) has or have been made to the other bank group), any Senior Lender shall obtain on account any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of the Committed Loans made by share to which it to a Borroweris entitled under this Intercreditor Agreement, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Senior Lender receiving such greater proportion shall immediately (a) notify the Applicable US Agent and the UK Agent of such fact, and (b) purchase from the other Senior Lenders (other than any Defaulting Lenders) such participations in the Committed Loans US Obligations and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower UK Obligations as shall be necessary to cause such purchasing Senior Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that -------- ------- if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)Senior Lender, such purchase shall to that extent be rescinded and each other Senior Lender shall repay to the purchasing Senior Lender the purchase price paid therefor, together with an amount equal to such paying Senior Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Senior Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Senior Lender) of any interest or other amount paid or payable by the purchasing Senior Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower Loan Party agrees that any Senior Lender so purchasing a participation or subparticipation from another Senior Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-off), but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Senior Lender were the direct creditor of such Borrower the applicable Loan Party in the amount of such participation or subparticipationparticipation. The Applicable US Agent and the UK Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 14 and will in each case notify the Senior Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation Where the reduction in the US Commitments has occurred as required pursuant to the US Credit Agreement, the purchase mechanism set forth in this Section 14 shall from and after such purchase have also apply where a revolving facility has not been fully utilized to its then current level of commitment at the right to give all notices, requests, demands, directions and other communications under this Agreement with respect time of any Enforcement. Notwithstanding anything to the portion of contrary in this Section 14, the Obligations purchased participation purchases contemplated hereby shall occur no more frequently than (i) every six months prior to the same extent as though commencement and continuation of any Enforcement and (ii) every month during the purchasing Lender were the original owner continuation of the Obligations purchasedany Enforcement.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations participation in Swing Line LC Obligations or Swingline Loans held by it resulting 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’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall immediately (a) notify the Applicable Administrative Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans LC Obligations and Swing Line Swingline Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line participations in LC Obligations and Swingline Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 15.06 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s 's ratable share (according to the proportion of (i) the amount of such paying Lender’s 's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees The Borrowers agree that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any the right of set-offset‑off, but subject to Section 9.915.09) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower the Obligor Name: Southwest Convenience Stores, LLC and Skinny's, LLC Obligor No.: 0262937922 SECOND AMENDED AND RESTATED CREDIT AGREEMENT – Page 42 42575.100083 EMF_US 48981686v14 Borrowers in the amount of such participation or subparticipationparticipation. The Applicable Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section 2.12 and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section 2.12 shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under 45 Toyota - 364 Day Credit Agreement this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.

Sharing of Payments. If, other than as expressly provided elsewhere herein, (a) If any American Lender shall obtain any payment or other recovery or receive any Collateral (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made any American Revolving Loan or Collateral then or therewith obtained by it to a Borrowerall American Lenders, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the American Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other American Lenders (such participation in American Revolving Loans or American Letters of Credit, or shall provide such other than American Lenders with the benefits of any Defaulting Lenders) such participations in payments, recovery or such Collateral or the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower proceeds thereof as shall be necessary to cause such purchasing American Lender to share the excess payment in respect of payment, recovery or such Committed Loans and Swing Line Loans pro rata Collateral ratably with each of them; provided, however, that if all or any portion of such excess payment payment, recovery or such Collateral or benefits is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion)such American 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 and benefits returned to the proportion of (i) the amount extent of such paying Lender’s required repayment recovery, without interest. (b) If any Canadian Lender shall obtain any payment or other recovery or receive any Collateral (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Canadian Revolving Loan or Collateral then or therewith obtained by all Canadian Lenders, such Canadian Lender shall purchase from the other Canadian Lenders such participation in Canadian Revolving Loans or Canadian Letters of Credit, or shall provide such other Canadian Lenders with the benefits of any such payments, recovery or such Collateral or the proceeds thereof as shall be necessary to (ii) cause such purchasing Canadian Lender to share the total amount so excess payment, recovery or such Collateral ratably with each of them; provided, however, if all or any portion of such excess payment, recovery or such Collateral or benefits is thereafter recovered from such Canadian Lender, such purchase shall be rescinded and the purchasing Lender) purchase price and benefits returned to the extent of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recoveredsuch recovery, without further interest thereoninterest. Each Borrower agrees Westcon America and Westcon Canada agree that any Lender so purchasing a portion of such American Lender's American Revolving Loans or such Canadian Lenders' Canadian Revolving Loans, or participation in American Letters of Credit or subparticipation from another Lender mayCanadian Letters of Credit, as the case may be, may exercise all rights, to the fullest extent permitted by Lawhereunder (including, exercise all of its but not limited to, rights of payment (including any right of set-off, but subject to Section 9.9setoff) with respect to such participation or subparticipation as fully portion purchased as if such Lender other American Lenders in the case of American Revolving Loans or Canadian Lenders in the case of Canadian Revolving Loans were the direct creditor of such Borrower in the amount of such participation holders thereof. Westcon America and Westcon Canada agree that each American Lender or subparticipation. The Applicable Agent will keep records (which Canadian Lender, as applicable shall be conclusive have a security interest in, and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this Section shall from and after such purchase have the right to give set off as against any American Revolving Loan or Canadian Revolving Loan, as applicable, and all notices, requests, demands, directions and other communications such liabilities under this Agreement Agreement, with respect to any deposit account or other obligation of Borrowers. No American Lender shall exercise any right of setoff unless it shall first have obtained the portion consent of the Obligations purchased American Collateral Agent to the same extent as though exercise of such right of setoff and no Canadian Lender shall exercise any right of setoff unless it shall first have obtained the purchasing Lender were consent of Canadian Collateral Agent to the original owner exercise of the Obligations purchasedsuch right of setoff.

Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Committed Loans made by it to a Borrower, or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender may, to the fullest extent permitted by Law, exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) with respect to such participation or subparticipation as fully as if such Lender were the direct creditor of such Borrower in the amount of such participation or subparticipation. The Applicable Administrative Agent or the Canadian Sub-Agent, as the case may be, will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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.. NYDOCS03/828370

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment ------------------- or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of any Loan or participation in a Letter of Credit (other than pursuant to the Committed Loans made by it to a Borrowerterms of Sections 4.3, or the participations 4.4 and 4.5) in Swing Line Loans held by it resulting in such Lender’s receiving payment excess ------------ --- --- of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof (calculated by reference to such --- ---- Lender's Percentage or Bolivian Letter of Credit Percentage, as provided hereinapplicable) of payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower and participations in Letters of Credit held by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect or other recovery ratably (calculated by reference to such Lender's Percentage or Bolivian Letter of such Committed Loans and Swing Line Loans pro rata Credit Percentage, as applicable) with each of them; provided, however, that if all or any portion of such the excess payment or -------- ------- other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid thereforto the ratable extent of such recovery (calculated by reference to such Lender's Percentage or Bolivian Letter of Credit Percentage, as applicable) together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of (i1) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender 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, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section 4.8 may, to the ----------- fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.94.9) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section 4.8 applies, such Lender shall, to ----------- the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will 4.8 to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation pursuant to this secured ----------- claim." L. 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 9.2 of the Obligations purchased to Credit Agreement is hereby amended by replacing the same extent word "Percentage" therein with the words and punctuation "Percentage or Bolivian Letter of Credit Percentage, as though the purchasing Lender were the original owner applicable,". M. Section 10.11.1 of the Obligations purchasedCredit Agreement is hereby amended by inserting the words and punctuation ", except with the prior written consent of the Agent," after the words "(which assignment and delegation shall be" in the full paragraph appearing between clauses (b) and (c) of such Section. N. Section 10.13 of the Credit Agreement is hereby amended by inserting the words "and Bolivian Letter of Credit Percentages, as applicable" after the word "Percentages" but before the period in the last sentence of such Section.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) on account of the Committed Loans made by it to a Borrower, or the participations any Letter of Credit in Swing Line Loans held by it resulting in such Lender’s receiving payment excess of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided hereinof payments then or therewith obtained by all Lenders, then the such Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from the other Lenders (other than any Defaulting Lenders) such participations in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata or other recovery ratably with each of them; provided, however, that if all or any portion of such the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender which has sold a participation to the purchasing Lender shall repay to the purchasing Lender the purchase price paid therefor, to the ratable extent of such recovery together with an amount equal to such paying selling Lender’s 's ratable share (according to the proportion of of (ia) the amount of such paying selling Lender’s 's required repayment to the purchasing Lender to (iib) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest thereon. Each The Borrower agrees that any Lender so purchasing a participation or subparticipation from another Lender pursuant to this Section may, to the fullest extent permitted by Lawlaw, exercise all of its rights of payment (including any right of set-off, but subject pursuant to Section 9.95.5) 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 participation participation. If under any applicable bankruptcy, insolvency or subparticipation. The Applicable Agent will keep records (other similar law, any Lender receives a secured claim in lieu of a setoff to which shall be conclusive and binding this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the absence rights of manifest error) of participations or subparticipation purchased the Lenders entitled under this Section and will to share in each case notify the Lenders following benefits of any recovery on such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedsecured claim.

Sharing of Payments. If, other than as expressly provided elsewhere herein, If any Lender shall shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share of payments on account of the Committed Loans made Obligations due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by it to a Borrower, all the Lenders at such time or the participations in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Applicable Agent of such fact, and (b) purchase from Obligations owing (but not due and payable) to such Lender hereunder and under the other Lenders (other than any Defaulting Lenders) Loan Documents at such participations time in the Committed Loans and subparticipations in Swing Line Loans and Swing Line Loans made by them to such Borrower as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Committed Loans and Swing Line Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender under any of the circumstances described in Section 9.6 (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the proportion of (i) the amount of such paying Lender’s required repayment Obligations owing (but not due and payable) to such Lender at such time to (ii) the total aggregate amount so recovered from of the purchasing LenderObligations owing (but not due and payable) to all Lenders hereunder at such time) of any interest payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then the Lender receiving such greater proportion shall (a) notify the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other amount paid or payable adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the purchasing Lender Lenders ratably in respect accordance with the aggregate amount of Obligations then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that: (i) if any such participations or subparticipations are purchased and all or any portion of the total amount so payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without further interest thereoninterest; and (ii) the provisions of this Section 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 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, other than to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). Each The Borrower agrees consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing acquiring a participation or subparticipation from another Lender may, pursuant to the fullest extent permitted by Law, foregoing arrangements may exercise all of its rights of payment (including any right of set-off, but subject to Section 9.9) against the Borrower setoff and counterclaim with respect to such participation or subparticipation as fully as if such Lender were the a direct creditor of such the Borrower in the amount of such participation or subparticipation. The Applicable Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations or subparticipation purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation or subparticipation 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 purchasedparticipation.