Common use of Sharing Clause in Contracts

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit or Swingline Loan) through the exercise of a any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit or Swingline Loans) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit or Swingline Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, setoff counterclaim or counterclaim against similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender . If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each If any Revolving Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of a proportion of the aggregate amount of its Revolving Loans and participations in L/C Disbursements accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Revolving Lender receiving such greater proportion shall be proportionately less than (i) notify the unpaid principal portion Administrative Agent of the Loans such fact, and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value, ) participations in the Revolving Loans and shall promptly pay to such other Lender obligations of the purchase price forother Revolving Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Revolving Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Revolving Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Revolving Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any of its Affiliates Subsidiary thereof (as to which the provisions of this Section 2.17 paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each such Loan Party rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Revolving Lender had made were a direct creditor of each such Loan directly to the Borrower Party in the amount of such participation.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to section 10.3 or counterclaim against the Borrowerat law or equity, or pursuant otherwise) on account of any Accommodation made by it (other than Increased Costs paid to a secured claim under Section 506 it) in excess of Title 11 its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the United States Code Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other security Lenders. In the case of paragraph (a) of this section 12.1(2), if all or interest arising from, or in lieu ofany portion of such excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made payable by the Borrower purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsection 12.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall31.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 31.3 (Recoveries Through Legal Proceedings), through if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 combination of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law accounts or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall pay to the relevant Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) such Agent shall treat the Loans amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and participations shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 29.3 (Payments by the Agents) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 31.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in L/C Disbursements respect of any other Lenderamount owing to it by any of the Obligors becomes repayable and is repaid by such Recovering Bank, it shall be deemed simultaneously to have purchased from then: (a) each Bank which has received a share of such other Lender at face valuerelevant sum by reason of the implementation of Clause 31.1 (Redistribution of Payments) shall, and shall promptly upon request of the relevant Agent, pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure Agent for account of such other Lender, so that the aggregate unpaid principal Recovering Bank an amount equal to its share of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by such relevant sum; and (b) there shall thereupon fall due from such Obligor to each Lender shall be in the same proportion such Bank an amount equal to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the principal amount of its Loans and L/C Exposure prior sum payable to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to Bank against which such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent Bank's share of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationrelevant sum was applied.

Sharing. Each If any Lender agrees that if shall obtain from the Borrower payment of any principal of or interest on any Loan owing to it shall, or payment of any other amount under this Agreement or any Note held by it or any other Financing Document through the exercise of a any right of set-off, banker’s lien, setoff 's lien or counterclaim against or similar right or otherwise (other than: (i) from the BorrowerAdministrative Agent as provided herein; or (ii) in connection with any reimbursement or indemnification under Section 11.03 or any similar provision of any other Financing Document to which less than all of the Lenders are entitled under the terms hereof or thereof, as the case may be; or (iii) in connection with any assignment or participation pursuant to a secured claim under Section 506 of Title 11 of the United States Code 11.06 or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect replacement of any Loan or L/C Disbursement Lender pursuant to Article V) and, as a result of which such payment, such Lender shall have received a greater percentage of the principal of or interest on the Loans or such other amounts then due hereunder or thereunder to such Lender than the percentage received by any other Lender(s) who were also entitled to receive such payments, it shall promptly purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans or such other amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses that may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal portion of its and/or interest on the Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion or such other amounts, respectively, owing to each of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender Lenders; provided that if at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure time of such other Lenderpayment, so that the aggregate unpaid outstanding principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure shall not be held by each the Lenders pro rata in accordance with their respective Commitments in effect at the time such Loans were made (by reason of a failure of a Lender to make a Loan hereunder in the circumstances described in the penultimate paragraph of Section 11.04), then such purchases of participations and/or direct interests shall be made in such manner as will result, as nearly as is practicable, in the same proportion to the aggregate unpaid outstanding principal amount of all the Loans and L/C Exposure then outstanding as being held by the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was Lenders pro rata according to the principal amount amounts of such Commitments. To such end all Loans and L/C Exposure outstanding prior to such exercise the Lenders shall make appropriate adjustments among themselves (by the resale of banker’s lien, setoff participations sold or counterclaim or other event; provided, however, that (iotherwise) if any such purchase payment is rescinded or purchases or adjustments shall must otherwise be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationrestored.

Sharing. Each So long as no Event of Default shall have occurred and be continuing, with respect to any Facility, each Lender participating therein agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the BorrowerBorrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwiseotherwise (except pursuant to Section 2.21 or Section 9.04), or by any other enforcement means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Exposures then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Exposures outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. After the occurrence, and during the continuance, of an Event of Default, any such payment shall be applied in a manner consistent with Section 7.02, mutatis mutandis.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowerany Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 2.18 shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the any Borrower or any of its Affiliates Restricted Subsidiaries (as to which the provisions of this Section 2.17 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Loans and participations Revolving Loans, Swingline Exposure or other obligations hereunder resulting in L/C Disbursements shall be proportionately less than the unpaid principal portion such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans or accrued interest thereon, Swingline Exposure or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (i) notify the Administrative Agent of such fact, and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value) participations in the Revolving Loans, Swingline Exposure and shall promptly pay to such other Lender obligations of the purchase price forother Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the Loans principal of and L/C accrued interest on their respective Revolving Loans, Swingline Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.17 paragraph shall not be construed to apply to (x) any payment made by the a Borrower pursuant to and in accordance with the express terms of this Agreement Credit Agreement, including any payment of principal of or interest on the Swingline Loans to the Swingline Lender, or (y) 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 a Borrower or any of its Affiliates subsidiary thereof (as to which the provisions of this Section 2.17 paragraph shall apply). The Each Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the direct creditor of each Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of a any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, setoff counterclaim or counterclaim against similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender . If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowerany Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 2.18 shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the any Borrower or any of its Affiliates Restricted Subsidiaries (as to which the provisions of this Section 2.17 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender by reason thereof as fully as if such Lender ▇▇▇▇▇▇ had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the BorrowerBorrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing. Each If any Revolving Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Revolving Loans or other obligations hereunder resulting in such Revolving Lender’s receiving payment of a proportion of the aggregate amount of its Revolving Loans and participations in L/C Disbursements accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Revolving Lender receiving such greater proportion shall be proportionately less than (i) notify the unpaid principal portion Administrative Agent of the Loans such fact, and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value, ) participations in the Revolving Loans and shall promptly pay to such other Lender obligations of the purchase price forother Revolving Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Revolving Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Revolving Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) provided that: i. if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and (; and ii) . the provisions of this Section 2.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Revolving Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, other than to the Borrower or any of its Affiliates Subsidiary thereof (as to which the provisions of this Section 2.17 paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Revolving Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each such Loan Party rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Revolving Lender had made were a direct creditor of each such Loan directly to the Borrower Party in the amount of such participation.

Sharing. Each If: (a) prior to the Acceleration Date, any Lender agrees that if it shallshall receive any payment or reduction (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to Section 12.3 or counterclaim against the Borrowerat law or equity, or otherwise) of the Obligations owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction, except as otherwise permitted by this Agreement; (b) on or after the Acceleration Date, any Secured Party shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of a secured claim under Section 506 of Title 11 proportion of the United States Code or other security or interest arising from, or Secured Obligations owed to it in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion excess of its Loans and rateable proportionate share of all Secured Obligations (with all determinations of rateable proportionate shares being made on the basis of the Secured Obligations owed to a Secured Party relative to the Secured Obligations owed to all Secured Parties, in each case expressed as the Equivalent Amount of US Dollars); or (c) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations; then such Secured Party shall forthwith purchase from the other Secured Parties such undivided participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay Secured Obligations owed to such other Secured Parties and make any other adjustments as shall be necessary or appropriate to cause such purchasing Secured Party to share the excess payment or reduction, or be owed such outstanding Secured Obligations, rateably with such other Secured Parties their respective Rateable Portions or rateable proportionate shares, as the case may be, in accordance with this Section 14.1; provided that if the purchasing Secured Party is not a party to this Agreement and is an Affiliate of a Lender and fails to comply with its obligations hereunder, then (to the extent permitted by applicable Law) the Lender which is an Affiliate of such purchasing Secured Party shall be required to comply with such unperformed obligations on behalf of such purchasing Secured Party. In the case of paragraph (a) above, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) payable by the provisions purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant14.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation. For purposes of clause (b)(i) of the definition of “Excluded Taxes,” a participation acquired pursuant to this Section 14.1 shall be treated as having been acquired on the earlier date(s) on which the applicable Lender acquired the applicable interest in the Commitment(s) or Loan(s) to which such participation relates.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of a any right of set-off, banker’s lien, setoff 's lien or counterclaim against the Borroweror similar right or otherwise, or pursuant to and, as a secured claim under Section 506 result of Title 11 such payment, such Lender shall have received a greater percentage of the United States Code or other security principal or interest arising from(or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in lieu ofinterest due thereon, as the case may be) in such secured claimamounts, received and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Obligors agree that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Obligors. If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to Section 10.3 or counterclaim against the Borrowerat law or equity, or pursuant otherwise) on account of any Advance made by it (other than Increased Costs paid to a secured claim under Section 506 it) in excess of Title 11 its Rateable Portion on account of such Advance; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the United States Code Obligations have outstanding Obligations which are less than its Rateable Portion; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations in accordance with its Rateable Portion with such other security Lenders. In the case of paragraph (a) of this Section 12.1(2), if all or interest arising from, or in lieu ofany portion of such excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender's rateable share (according to the purchase price proportion that the amount such other Lender's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) payable by the provisions purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant12.1 may, other than to the Borrower or any fullest extent permitted by Requirements of Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each Lender agrees that if (a) If any Purchaser or Noteholder obtains payment in respect of any Note or fees or other amount owing to it shall, under this Note Purchase Agreement or any other Note Document through the exercise of a right of set-off, banker’s lien or counterclaim, or by any other means, in excess of its pro rata share of the payments at the time owing to all the Purchasers or Noteholders, as applicable, such Purchaser or Noteholder shall promptly, by way of assignment or participation, purchase from the other Purchasers or Noteholders, as applicable, an interest (an “Interest”) in the commitment to purchase Notes hereunder of such Purchaser, or in the Notes of such Noteholder, in such amounts, and shall make such other adjustments from time to time, as shall be equitable so that all the Purchasers and Noteholders share such payment in accordance with their respective ratable shares as provided for in this Note Purchase Agreement. If payment to a Purchaser or Noteholder obtained by it through the exercise of a right of setoff, banker’s lien, setoff counterclaim or counterclaim against other event as described above is rescinded or must otherwise be restored, each Purchaser and Noteholder that has shared the Borrowerbenefit of such payment shall, or pursuant to a secured claim under Section 506 of Title 11 by repurchase of the United States Code Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Purchaser and Noteholder whose payment has been rescinded or otherwise restored. All purchases and repurchases of Interests contemplated in this provision shall be communicated by the relevant Purchasers and Noteholders by notice to the Agent and the Note Issuer but no such purchase or repurchase shall require the prior notice or consent of the Note Issuer, notwithstanding anything to the contrary elsewhere in this Note Purchase Agreement. Unless and until notified to the contrary, each of the Notes Issuer, the Seller and the Servicers shall be entitled to rely on the assumption that the Agent represents all Purchasers and Noteholders. (b) The Note Issuer agrees that any Purchaser or Noteholder so purchasing such an Interest by way of participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such Interest as fully as if such Purchaser or Noteholder were a holder of the relevant Notes or portion of selling Purchaser’s right to receive fees relating to its Commitment Percentage. Except as otherwise expressly provided in this Note Purchase Agreement, if any Purchaser or Noteholder shall fail to remit to any other security Purchaser or interest arising from, Noteholder an amount payable by such Purchaser or Noteholder as described in lieu ofSection 12.15(a) on the date when such amount is due, such secured claimpayments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to such other Purchaser or Noteholder, received by such Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law law, any Purchaser or otherwiseNoteholder receives a secured claim in lieu of a setoff to which Section 12.15(a) applies, such Purchaser or by any other meansNoteholder shall, obtain payment (voluntary or involuntary) to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans Purchasers and participations Noteholders under this Section 12.15 to share in L/C Disbursements the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each If any Lender agrees that if shall obtain payment in respect of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of a any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received payment of a greater proportion of the principal or interest (or reimbursement) then due hereunder by the Borrower to all Lenders, then it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, setoff counterclaim or counterclaim against similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender . If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. If the Hospital agrees to a job-sharing arrangement pursuant to Article of the Central Agreement, the following conditions shall apply unless otherwise agreed to by the parties: Job sharing request with regard to full-time positions shall be considered on an individual basis. Total hours worked by the job sharer shall equal one (1) full-time position. The division of these hours on the schedule shall be by agreement between'' the two (2) nurses and the Director of Nursing. The above schedules shall with the scheduling provisions of the full-time collective agreement. Each Lender agrees job sharer may exchange shifts with her partner, as well as with other nurses as provided by the Collective Agreement. The job sharers involved will have the right to determine which partner works on scheduled paid holidays and job sharers shall only be required to work number of paid holidays that if a full-time nurse would be required to work. : (a) It is expected that both job sharers will cover each other's incidental illnesses. If, because of unavoidable circumstances, one cannot cover the other, the Director of Nursing must be notified to book coverage. Job sharers are not required to cover their partner the case of prolonged or extended absences. and other leaves to Articl e of the Central and Par time In the event that one member of the job-sharing arrangement goes on any of the above leaves of absence, the coverage will be negotiated with the Director of Nursing, but it shall, through is hoped that the exercise remaining member of the position would be prepared to cover the leave of absence as much as possible. Where the job-sharing arises out of the filling of a right vacant position, both job-sharing incumbent full-time nurse wishing to share her position, may do so without having her half of banker’s lienposition posted. The other half of the If one of the job sharers leaves the arrangement, setoff or counterclaim against her position will be posted. If there is no successful applicant to the Borrowerposition, or pursuant the shared position must revert to a secured claim under Section 506 full-time position. The remaining nurse will have the option of Title 11 of continuing the United States Code full-time position or other security or interest arising fromreverting to part-time position for which she is qualified. If she does not continue full-time, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall position must be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and posted in accordance with the express terms Collective Agreement. Either party may discontinue the job-sharing arrangement with ninety (90) days notice. Upon receipt of this Agreement such notice a meeting shall be held between the parties within fifteen (15) days to discuss the discontinuation. It is understood and agreed that such discontinuation shall not be unreasonable or any payment obtained arbitrary. The parties agree to introduce extended tours for a three (3) month" trial period, which may be extended to a six (6) month trial period if the parties agree. The following language shall govern the trial attached) Following the six (6) month trial period, there shall be a second vote by a Lender as consideration for the assignment nurses to determine extended tours w i l l continue. (a) on the attached document w i l l the voting procedure. The Employer w i l l meet with the Association following the trial period to negotiate scheduling regulations if the extended tours continue after the trial period. hour tours may be scheduled by mutual agreement between the employer and the THE ASSOCIATION DATED AT ONTARIO, THIS No more than three (3) consecutive days or nights of or sale work will be scheduled. At least fifty percent (50%) of a participation in any of its Loans to any assignee or participant, other than to nurse's tours will be scheduled on the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply)day shift. The Borrower expressly consents to employer will grant requests for permanent night shifts. ion of extended tours: a. Extended tours shall be introduced into any unit when' seventy percent (70%) of the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower nurses in the amount of such participationunit so indicate by secret ballot.

Sharing. Each If: (a) any Lender agrees that if it shallshall receive any payment or reduction (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to section 12.3 or counterclaim against the Borrowerat law or equity, or otherwise) of the Obligations owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction; (b) after acceleration of the Obligations, any Lender shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to section 12.3 or at law or equity, or otherwise) of a secured claim under Section 506 of Title 11 proportion of the United States Code or Obligations owed to it (other security or interest arising from, or than Increased Costs paid to it) in lieu of, such secured claim, excess of the proportion received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other meansLender (with all determinations of proportions being made on the basis of Obligations expressed as the Equivalent Amount of US Dollars); or (c) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or reduction, obtain payment or be owed such outstanding Obligations, rateably with such other Lenders. In the case of paragraph (voluntary a) above, if all or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made payable by the Borrower purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsection 14.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each If any Tranche Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its respective Tranche A Loans or Tranche B Loans or other obligations hereunder resulting in such Tranche Lender receiving payment of a proportion of the aggregate amount of its Tranche A Loans or Tranche B Loans and participations in L/C Disbursements accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Tranche Lender receiving such greater proportion shall be proportionately less than (i) notify the unpaid principal portion Administrative Agent of the Loans such fact, and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender (ii) purchase (for cash at face value) participations in such Tranche A Loans or Tranche B Loans, as applicable, and shall promptly pay to such other Lender obligations of the purchase price forother Tranche Lenders, a participation in the Loans and L/C Exposure of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Tranche Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Tranche A Loans or Tranche B Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.17 paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Credit Agreement or (y) 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 of its Affiliates subsidiary thereof (as to which the provisions of this Section 2.17 paragraph shall apply). The Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against the Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as interest on any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans resulting in such Lender receiving payment of a result greater proportion of which the unpaid principal portion aggregate amount of its Loans and participations in L/C Disbursements shall be proportionately less disbursements under Letters of Credit and Swingline Loans and accrued interest thereon than the unpaid principal portion proportion received by any other Lender, then the Lender receiving such greater proportion shall notify the Administrative Agent of such fact and shall purchase (for cash at face value) participations in the Loans and participations in L/C Disbursements disbursements under Letters of any Credit and Swingline Loans of other Lender, it shall be deemed simultaneously Lenders to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, extent necessary so that the aggregate unpaid principal amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and L/C Exposure and participations in Loans disbursements under Letters of Credit and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventSwingline Loans; provided, however, provided that (ia) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and (iib) the provisions of this Section 2.17 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in disbursements under Letters of Credit or Swingline Loans to any assignee or participant, other than to the Borrower or any of its Affiliates Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this Section 2.17 shall applytime). The Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against the Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each Lender agrees that Purchasers hereby agree among themselves that, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower, or pursuant to a secured claim enforcement of any right under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other means, obtain payment (voluntary or involuntary) Purchaser in respect of any Loan or L/C Disbursement as the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) notify each other Purchaser of the receipt of such payment and (b) apply a result of which the unpaid principal portion of its Loans and such payment to purchase participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans and L/C Exposure of such Aggregate Amounts Due to the other Lender, Purchasers so that the aggregate unpaid principal amount all such recoveries of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender Aggregate Amounts Due shall be shared by all Purchasers in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the bankruptcy or reorganization of Company or otherwise, that (i) if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower Company expressly consents to the foregoing arrangements arrangement and agrees that any Lender holding holder of a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim with respect to any and all moneys monies owing by the Borrower Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Note Party pursuant to and in accordance with the express terms of any Note Document or (b) any payment obtained by any Purchaser as consideration for the transfer in any of its Notes or other Obligations owed to it.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowerany Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 2.18 shall not be construed to apply to any payment made by the Borrower Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the any Borrower or any of its Affiliates Restricted Subsidiaries (as to which the provisions of this Section 2.17 2.18 shall apply), other than as permitted pursuant to Section 9.04. The Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender by reason thereof as fully as if such Lender had Le▇▇▇▇ ▇ad made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of a any right of set-off, banker’s lien, setoff 's lien or counterclaim against or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the Borrowerprincipal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders of the same Class, or pursuant it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) either (A) if such action is because such Lender was a Term Lender and Term Lenders, as a Class, were not entitled to a secured claim distribution under Section 506 of Title 11 4.08, disgorge such payment to the Administrative Agent for application in the manner set forth in Section 4.08 or (B) purchase from such other Lenders of the United States Code same Class as such Lender participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other security or interest arising from, Lenders (or in lieu ofinterest due thereon, as the case may be) in such secured claimamounts, received and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a set-off to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to section 12.3 or counterclaim against the Borrowerat law or equity, or pursuant otherwise) on account of any Accommodation made by it (other than Increased Costs paid to a secured claim under Section 506 it) in excess of Title 11 its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the United States Code Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other security Lenders. In the case of paragraph (a) of this section 14.1(1), if all or interest arising from, or in lieu ofany portion of such excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender's rateable share (according to the purchase price proportion that the amount such other Lender's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made payable by the Borrower purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsection 14.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit or Swingline Loan) through the exercise of a any right of set-off, banker’s lien or counterclaim or similar right or otherwise, and, as a result of such payment, such Lender shall have received a greater percentage of the principal or interest (or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit or Swingline Loans) made by such other Lenders (or in interest due thereon, as the case may be) in such amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the 50 Lenders (or reimbursements of Letters of Credit or Swingline Loans). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker’s lien, setoff counterclaim or counterclaim against similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender . If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each Lender agrees that if (a) If any Purchaser or Noteholder obtains payment in ------- respect of any Note or fees or other amount owing to it shall, under this Note Purchase Agreement or any other Note Document through the exercise of a right of set-off, banker’s lien, setoff 's lien or counterclaim against the Borrowercounterclaim, or pursuant to a secured claim under Section 506 by any other means, in excess of Title 11 its pro rata share of the United States Code payments at the time owing to all the Purchasers or Noteholders, as applicable, such Purchaser or Noteholder shall promptly, by way of assignment or participation, purchase from the other security Purchasers or Noteholders, as applicable, an interest arising from(an "Interest") in the commitment to purchase Notes hereunder of such Purchaser, or in lieu ofthe Notes of such Noteholder, in such amounts, and shall make such other adjustments from time to time, as shall be equitable so that all the Purchasers and Noteholders share such payment in accordance with their respective ratable shares as provided for in this Note Purchase Agreement. If payment to a Purchaser or Noteholder obtained by it through the exercise of a right of setoff, banker's lien, counterclaim or other event as described above is rescinded or must otherwise be restored, each Purchaser and Noteholder that has shared the benefit of such payment shall, by repurchase of the Interest theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Purchaser and Noteholder whose payment has been rescinded or otherwise restored. All purchases and repurchases of Interests contemplated in this provision shall be communicated by the relevant Purchasers and Noteholders by notice to the Agent and the Note Issuer but no such purchase or repurchase shall require the prior notice or consent of the Note Issuer, notwithstanding anything to the contrary elsewhere in this Note Purchase Agreement. Unless and until notified to the contrary, each of the Notes Issuer, the New Century Parties and the Servicer shall be entitled to rely on the assumption that the Agent represents all Purchasers and Noteholders. (b) The Note Issuer agrees that any Purchaser or Noteholder so purchasing such an Interest by way of participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker's lien or counterclaim, with respect to such Interest as fully as if such Purchaser or Noteholder were a holder of the relevant Notes or portion of selling Purchaser's right to receive fees relating to its Commitment Percentage. Except as otherwise expressly provided in this Note Purchase Agreement, if any Purchaser or Noteholder shall fail to remit to any other Purchaser or Noteholder an amount payable by such Purchaser or Noteholder as described in Section 12.15(a) on the date when such amount is due, such secured claimpayments shall be made together with interest thereon for each date from the date such amount is due until the date such amount is paid to such other Purchaser or Noteholder, received by such Lender at a rate per annum equal to the Federal Funds Rate. If under any applicable bankruptcy, insolvency or other similar law law, any Purchaser or otherwiseNoteholder receives a secured claim in lieu of a setoff to which Section 12.15(a) applies, such Purchaser or by any other meansNoteholder shall, obtain payment (voluntary or involuntary) to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans Purchasers and participations Noteholders under this Section 12.15 to share in L/C Disbursements the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. (a) Each Lender agrees of the Banks agree among themselves that if it with respect to all amounts received by them which are applicable to the payment or satisfaction of all or part of the Loans or Reimbursement Obligations, interest thereon, any fees or any other amount payable hereunder or under the other Loan Documents, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks in proportion to their respective Percentage, whether received by voluntary payment, by the exercise of the right of set off or banker's lien, by counterclaim or by the enforcement of their rights hereunder or under the other Loan Documents. (b) If any Bank shall, through the exercise of a any right of counterclaim, set off, banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 's lien or otherwise, receive payment or reduction of a proportion of the aggregate amount of the Loans or Reimbursement Obligations or interest thereon due to such Bank, or any other amount payable hereunder, as the case may be, which is greater than the proportion received by any other means, obtain payment (voluntary Bank or involuntary) Banks in respect to the aggregate amount of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans Reimbursement Obligation and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of interest thereon due such Bank, or with respect to any other Lenderamount payable hereunder, that Bank receiving such proportionately greater payment shall notify the other Banks and the Agent of such receipt and purchase participations (which it shall be deemed simultaneously to have purchased from done simultaneously upon the receipt of such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation excess payment) in the Loans and L/C Exposure of such Reimbursement Obligations held by the other Lender, Bank or Banks so that the aggregate unpaid all such recoveries of principal amount of and interest with respect to the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender Reimbursement Obligations shall be in the same proportion proportionate to the aggregate unpaid principal amount each Bank's respective Percentage; provided that if all or part of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lienproportionately greater payment received by such purchasing Bank is thereafter recovered from such Bank, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to the purchasing Bank to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. Each participant of any Bank shall have the same rights of set off against the Company set forth in Section 10.9 as if it were a Bank and agrees that, and (ii) with respect to any setoff made by such participant, the provisions of this Section 2.17 10.10 shall not be construed to similarly apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by as if it were 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 of its Affiliates Bank. (as to which the provisions of this Section 2.17 shall apply). c) The Borrower Company expressly consents to the foregoing arrangements and agrees that any Lender holding a participation arrangement described in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthis Section 10.10.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to Section 10.3 or counterclaim against the Borrowerat law or equity, or pursuant otherwise) on account of any Accommodation made by it (other than Increased Costs paid to a secured claim under Section 506 it) in excess of Title 11 its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the United States Code Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other security Lenders. In the case of paragraph (a) of this Section 12.1(2), if all or interest arising from, or in lieu ofany portion of such excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) payable by the provisions purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant12.1 may, other than to the Borrower or any of fullest extent permitted by Applicable Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowertheany Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 2.18 shall not be construed to apply to any payment made by the Borrower BorrowerBorrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the theany Borrower or any of its Affiliates Restricted Subsidiaries (as to which the provisions of this Section 2.17 2.18 shall apply), other than as permitted pursuant to Section 9.04. The TheEach Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower BorrowerBorrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower BorrowerBorrowers in the amount of such participation.

Sharing. Each If: (a) any Lender agrees that if it shallshall obtain any payment (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to section 10.3 or counterclaim against the Borrowerat law or equity, or pursuant otherwise) on account of any Accommodation made by it (other than Increased Costs paid to a secured claim under Section 506 it) in excess of Title 11 its rateable share of payments on account of such Accommodation; or (b) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the United States Code Obligations have outstanding Obligations which are less than its rateable share of all outstanding Obligations; then such Lender shall forthwith purchase from the other Lenders such participations in the Accommodations made by such other Lenders as shall be necessary to cause such purchasing Lender to share the excess payment or be owed the outstanding Obligations rateably with such other security Lenders. In the case of paragraph (a) of this section 12.1(2), if all or interest arising from, or in lieu ofany portion of such excess payment is thereafter recovered from such purchasing Lender, such secured claim, received by such purchase from each other Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than rescinded and each Lender shall repay to the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender's rateable share (according to the purchase price proportion that the amount such other Lender's required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made payable by the Borrower purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participantsection 12.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan principal of or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Loans and participations resulting in L/C Disbursements shall be proportionately less than the unpaid principal portion such Lender receiving payment of a greater proportion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such exercise greater proportion shall notify the Administrative Agent of banker’s lien, setoff or counterclaim or such fact and shall purchase (for cash at face value) participations in the Loans of other event was Lenders to the principal extent necessary so that the amount of all Loans such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventaccrued interest on their Loans; provided, however, provided that (ia) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and (iib) the provisions of this Section 2.17 9.04 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including Section 2.16, or 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 of its Affiliates Person that is an Eligible Assignee (as such term is defined from time to which the provisions of this Section 2.17 shall applytime). The Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against the Borrower rights of banker’s lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing. Each Lender agrees that 22.1 Redistribution of Payments Subject to Clause 22.3 (Recoveries Through Legal Proceedings), if it shallat any time, through the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 combination of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law accounts or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by either of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Agent of such receipt or recovery and pay to the Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Agent shall treat the amount received by it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made Recovering Bank pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and paragraph (iia) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully above as if such Lender amount had made a Loan directly been received by it from such Obligor in respect of such relevant payment and shall pay the same to the Borrower persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto. 22.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by either of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 22.1 (Redistribution of Payments) shall, upon request of the Agent, pay to the Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that if it shall20.1 REDISTRIBUTION OF PAYMENTS Subject to Clause 20.3 (Recoveries Through Legal Proceedings), through if, at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 combination of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law accounts or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal its portion of its Loans any payment (a "relevant payment") to be made under this Agreement by any of the Obligors for account of such Recovering Bank and participations in L/C Disbursements shall be proportionately less one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall pay to the Facility Agent an amount equal to such excess amount; (b) there shall thereupon fall due from such Obligor to such Recovering Bank an amount equal to the amount paid out by such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were an unpaid principal part of such Recovering Bank's portion of such relevant payment; and (c) the Loans and participations in L/C Disbursements of any other Lender, Facility Agent shall treat the amount received by it shall be deemed simultaneously to have purchased from such other Lender at face value, Recovering Bank pursuant to paragraph (a) above as if such amount had been received by it from such Obligor in respect of such relevant payment and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior persons entitled thereto (including such Recovering Bank) pro rata to such exercise of banker’s lientheir respective entitlements thereto, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, provided that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 18.3 (Payments by the Facility Agent) such portion of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 excess amount as is so attributable shall not be construed required to apply be shared pursuant hereto. 20.2 REPAYABLE RECOVERIES If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by any payment made of the Obligors becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the Borrower implementation of Clause 20.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum together with such amount (if any) as is necessary to reimburse the Recovering Bank the appropriate proportion of any interest it shall have been obliged to pay when repaying such relevant sum to the relevant Obligor as aforesaid; and (b) there shall thereupon fall due from such Obligor to each such Bank an amount equal to the amount paid out by it pursuant to and in accordance with paragraph (a) above, the express terms of this Agreement or any payment obtained by a Lender as consideration amount so due being, for the assignment of or sale of a participation in any of its Loans to any assignee or participantpurposes hereof, other than to treated as if it were the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower sum payable to such Lender by reason thereof as fully as if Bank against which such Lender had made a Loan directly to the Borrower in the amount Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender agrees that Purchasers hereby agree among themselves that, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Notes made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower, or pursuant to a secured claim enforcement of any right under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) that is greater than the proportion received by any other means, obtain payment (voluntary or involuntary) Purchaser in respect of any Loan or L/C Disbursement as the Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately greater payment shall (a) notify each other Purchaser of the receipt of such payment and (b) apply a result of which the unpaid principal portion of its Loans and such payment to purchase participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans and L/C Exposure of such Aggregate Amounts Due to the other Lender, Purchasers so that the aggregate unpaid principal amount all such recoveries of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender Aggregate Amounts Due shall be shared by all ​ Purchasers in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the bankruptcy or reorganization of Company or otherwise, that (i) if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower Company expressly consents to the foregoing arrangements arrangement and agrees that any Lender holding holder of a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim with respect to any and all moneys monies owing by the Borrower Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Note Party pursuant to and in accordance with the express terms of any Note Document or (b) any payment obtained by any Purchaser as consideration for the transfer in any of its Notes or other Obligations owed to it.

Sharing. Each Lender agrees that if it shall21.1 Redistribution of Payments If, through at any time, the proportion which any Bank (a "Recovering Bank") has received or recovered (whether by payment, the exercise of a right of banker’s lien, setoff set-off or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 combination of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law accounts or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal its portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously payment (a "relevant payment") to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to under this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made Agreement by the Borrower pursuant for account of such Recovering Bank and one or more other Banks is greater (the portion of such receipt or recovery giving rise to such excess proportion being herein called an "excess amount") than the proportion thereof so received or recovered by the Bank or Banks so receiving or recovering the smallest proportion thereof, then: (a) such Recovering Bank shall inform the Facility Agent of such receipt or recovery and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than pay to the Borrower or any of its Affiliates Facility Agent an amount equal to such excess amount; (as to which the provisions of this Section 2.17 b) there shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by thereupon fall due from the Borrower to such Lender Recovering Bank an amount equal to the amount paid out by reason thereof such Recovering Bank pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as fully if it were an unpaid part of such Recovering Bank's portion of such relevant payment; and (c) the Facility Agent shall treat the amount received by it from such Recovering Bank pursuant to paragraph (a) above as if such Lender amount had made a Loan directly to been received by it from the Borrower in respect of such relevant payment and shall pay the same to the persons entitled thereto (including such Recovering Bank) pro rata to their respective entitlements thereto, Provided that to the extent that any excess amount is attributable to a payment to a Bank pursuant to paragraph (a)(i) of Clause 19.3 (Payments by the Facility Agent) such portion of such excess amount as is so attributable shall not be required to be shared pursuant hereto. 21.2 Repayable Recoveries If any sum (a "relevant sum") received or recovered by a Recovering Bank in respect of any amount owing to it by the Borrower under the Facility Agreement becomes repayable and is repaid by such Recovering Bank, then: (a) each Bank which has received a share of such relevant sum by reason of the implementation of Clause 21.1 (Redistribution of Payments) shall, upon request of the Facility Agent, pay to the Facility Agent for account of such Recovering Bank an amount equal to its share of such relevant sum; and (b) there shall thereupon fall due from the Borrower to each such Bank an amount equal to the amount paid out by it pursuant to paragraph (a) above, the amount so due being, for the purposes hereof, treated as if it were the sum payable to such Bank against which such Bank's share of such participationrelevant sum was applied.

Sharing. Each Lender DIP Creditor agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the BorrowerCompany or any other Credit Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender DIP Creditor under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement Note as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements or Notes shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements or Notes of any other LenderDIP Creditor, it shall be deemed simultaneously to have purchased from such other Lender DIP Creditor at face value, and shall promptly pay to such other Lender DIP Creditor the purchase price for, a participation in the Loans and L/C Exposure or Notes of such other LenderDIP Creditor, so that the aggregate unpaid principal amount of the Loans and L/C Exposure or Notes and participations in Loans and L/C Exposure or Notes held by each Lender DIP Creditor shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure or Notes then outstanding as the principal amount of its Loans and L/C Exposure or Notes prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure or Notes outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, provided that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 2.18 shall not be construed to apply to any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender DIP Creditor as consideration for the assignment of or sale of a participation in any of its Term Loans or Notes (to the extent permitted) to any assignee or participant, other than to the Borrower Company or any of its Affiliates Restricted Subsidiaries (as to which the provisions of this Section 2.17 2.18 shall apply), other than as permitted pursuant to Section 9.04 and/or Section 10.02. The Borrower Company expressly consents to the foregoing arrangements and agrees that any Lender DIP Creditor holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Company to such Lender DIP Creditor by reason thereof as fully as if such Lender DIP Creditor had made a Loan directly to the Borrower Company in the amount of such participation.

Sharing. Each If any Lender agrees that if shall obtain payment of any principal of or ------- interest on any Loan made by it shall, to the Borrower under this Agreement (or reimbursement as to any Letter of Credit) through the exercise of a any right of set-off, banker’s lien, setoff 's lien or counterclaim against the Borroweror similar right or otherwise, or pursuant to and, as a secured claim under Section 506 result of Title 11 such payment, such Lender shall have received a greater percentage of the United States Code or other security principal or interest arising from(or reimbursement) then due hereunder by the Borrower to such Lender than the percentage received by any other Lenders, it shall promptly (i) notify the Administrative Agent and each other Lender thereof and (ii) purchase from such other Lenders participations in (or, if and to the extent specified by such Lender, direct interests in) the Loans (or participations in Letters of Credit) made by such other Lenders (or in lieu ofinterest due thereon, as the case may be) in such secured claimamounts, received and make such other adjustments from time to time as shall be equitable, to the end that all the Lenders shall share the benefit of such excess payment (net of any expenses which may be incurred by such Lender in obtaining or preserving such excess payment) pro rata in accordance with the unpaid principal and/or interest on the Loans held by each of the Lenders (or reimbursements of Letters of Credit). To such end all the Lenders shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if such payment is rescinded or must otherwise be restored. The Borrower agrees that any Lender so purchasing a participation (or direct interest) in the Loans made by other Lenders (or in interest due thereon, as the case may be) may exercise all rights of set-off, banker's lien, counterclaim or similar rights with respect to such participation as fully as if such Lender were a direct holder of Loans (or Letters of Credit) in the amount of such participation. Nothing contained herein shall require any Lender to exercise any such right or shall affect the right of any Lender to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness or obligation of the Borrower. If under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other meansLender receives a secured claim in lieu of a setoff to which this Section 4.05 applies, obtain payment (voluntary or involuntary) such Lender shall, to the extent practicable, exercise its rights in respect of any Loan or L/C Disbursement as such secured claim in a result of which manner consistent with the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion rights of the Loans and participations in L/C Disbursements Lenders entitled under this Section 4.05 to share the benefits of any other Lender, it shall be deemed simultaneously to have purchased from recovery on such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker’s lien, setoff or counterclaim against the Borroweror otherwise, or pursuant obtain payment in respect of (1) Secured Obligations due and payable to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) the Financing Documents at such time in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion excess of its ratable share (according to the proportion of (A) the amount of such Secured Obligations due and payable to such Lender at such time to (B) the aggregate amount of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time) of payments on account of the Secured Obligations due and payable to all Lenders under the Financing Documents at such time obtained by all the Lenders at such time or (2) Secured Obligations owing (but not due and payable) to such Lender under the Financing Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Secured Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time) of payment on account of the Secured Obligations owing (but not due and payable) to all Lenders under the Financing Documents at such time obtained by all of the Lenders at such time then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact, and (y) purchase (for cash at face value) participations in the Loans and participations subparticipations in L/C Disbursements Obligations of the other Lenders, or make such other adjustments as shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the Loans Secured Obligations then due and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion payable to the aggregate unpaid principal amount of all Loans Lenders or owing (but not due and L/C Exposure then outstanding payable) to the Lenders, as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s liencase may be, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that provided that: (i) if any such purchase participations or purchases subparticipations are purchased and all or adjustments shall be made pursuant to this Section 2.17 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase participations or purchases or adjustments subparticipations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest, and ; and (ii) the provisions of this Section 2.17 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 or subparticipations in L/C Obligations to any assignee or participant, other than to the Borrower or any of its Affiliates Subsidiary thereof (as to which the provisions of this Section 2.17 subsection shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing. Each If: (a) prior to the Acceleration Date, any Lender agrees that if it shallshall receive any payment or reduction (whether voluntary, involuntary, through the exercise of a any right of banker’s lien, setoff set-off pursuant to Section 12.3 or counterclaim against the Borrowerat law or equity, or otherwise) of the Obligations owed to it under a Credit Facility (other than Increased Costs paid to it) in excess of its Rateable Portion of such payment or reduction, except as otherwise permitted by this Agreement; (b) on or after the Acceleration Date, any Secured Party shall receive any payment or reduction (whether voluntary, involuntary, through the exercise of any right of set-off pursuant to Section 12.3 or at law or equity, or otherwise) of a secured claim under Section 506 of Title 11 proportion of the United States Code or other security or interest arising from, or Secured Obligations owed to it in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion excess of its Loans and rateable proportionate share of all Secured Obligations (with all determinations of rateable proportionate shares being made on the basis of the Secured Obligations owed to a Secured Party relative to the Secured Obligations owed to all Secured Parties, in each case expressed as the Equivalent Amount of US Dollars); or (c) (without regard to outstanding Increased Costs) any Lender shall at the time of acceleration of the Obligations have outstanding Obligations which are less than its Rateable Portion of all outstanding Obligations; then such Secured Party shall forthwith purchase from the other Secured Parties such undivided participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay Secured Obligations owed to such other Secured Parties and make any other adjustments as shall be necessary or appropriate to cause such purchasing Secured Party to share the excess payment or reduction, or be owed such outstanding Secured Obligations, rateably with such other Secured Parties their respective Rateable Portions or rateable proportionate shares, as the case may be, in accordance with this Section 14.1; provided that if the purchasing Secured Party is not a party to this Agreement and is an Affiliate of a Lender and fails to comply with its obligations hereunder, then (to the extent permitted by applicable Law) the Lender which is an Affiliate of such purchasing Secured Party shall be required to comply with such unperformed obligations on behalf of such purchasing Secured Party. In the case of paragraph (a) above, if all or any portion of such excess payment or reduction is thereafter recovered from such purchasing Lender, such purchase from each other Lender shall be rescinded and each Lender shall repay to the purchasing Lender the purchase price for, a participation in the Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and together with an amount equal to such other Lender’s rateable share (according to the purchase price proportion that the amount such other Lender’s required repayment bears to the total amount so recovered from the purchasing Lender) of any interest or prices other amount paid or adjustment restored without interest, and (ii) payable by the provisions purchasing Lender in respect of the total amount so recovered. Any Lender purchasing a participation from another Lender pursuant to this Section 2.17 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant14.1 may, other than to the Borrower or any of fullest extent permitted by Law, exercise all its Affiliates (as to which the provisions of this Section 2.17 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim payment (including the right of set-off) with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to direct creditor of the Borrower in the amount of such participation.