If any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interest on all or part of the Loans made by it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in [[Section 11.1(I)(f) or (g)])]])] hereof, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall # notify the Administrative Agent of such fact, and # purchase for cash at face value from the other Lenders a participating interest in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably in accordance with the aggregate principal of and accrued interest on their respective Loans and other amounts owing them; provided, however, that, # if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest and # the provisions of this paragraph shall not be construed to apply to # any payment made by the Borrower or any other Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents, # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Senior Interim Loan Commitments to any assignee or participant or # any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Senior Interim Loan Commitments or any increase in the Applicable LIBOR Margin in respect of Loans or Senior Interim Loan Commitments of Lenders that have consented to any such extension. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.

If, other than as expressly provided elsewhere herein, any Lender (a “benefited Lender”) shall at any time receive any payment in respect of any principal of or interestobtain on all or partaccount of the Loans made by it, or receive any collateral in respect thereofpayment (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedingsvoluntary, involuntary, through the exercise of the nature referred to in [[Section 11.1(I)(f) or (g)])]])] hereof,any right of setoff, or otherwise), in a greater proportion than anyexcess of its ratable share (or other share contemplated hereunder) thereof, such payment to or collateral received by any other Lender, if any, in respect of such other Lender’s Loans, or interest thereon, such benefited Lender shall immediately # notify the Administrative Agent of such fact,fact and # purchase for cash at face valuepar from the other Lenders a participating interestsuch participations in such portion of each such other Lender’s Loans, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof,Loans made by them as shall be necessary to cause such benefitedpurchasing Lender to share the excess payment or benefitsin respect of such collateralLoans or proceeds ratably in accordancesuch participations, as the case may be, pro rata with the aggregate principaleach of and accrued interest on their respective Loans and other amounts owing them; provided, however, that, #provided that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender,the purchasing Lender under any of the circumstances described in [Section 10.06] (including pursuant to any settlement entered into by the purchasing Lender in its discretion), such purchase shall to that extent be rescinded,rescinded and each other Lender shall repay to the purchasing Lender the purchase price and benefits returned,paid therefor, together with an amount equal to such paying Lender’s ratable share (according to the extentproportion of # the amount of such recovery, butpaying Lender’s required repayment to # the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered, without further interest and #thereon. For avoidance of doubt, the provisions of this paragraph shall not be construed to apply to # any payment made by the Borrower or any other Loan Party pursuant to and in accordance with the express terms of this Agreement and the other Loan Documents,as in effect from time to time or # any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Senior Interim Loan Commitments to any assignee or participant or # any disproportionate payment obtained by a Lender as a result of the extension by Lenders of the maturity date or expiration date of some but not all Loans or Senior Interim Loan Commitments or any increase in the Applicable LIBOR Margin in respect of Loans or Senior Interim Loan Commitments of Lenders that have consented to any such extension. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Requirements of Law,permitted hereunder. The Borrower agrees that any Lender acquiringso purchasing a participation pursuantfrom another Lender may, to the foregoing arrangements mayfullest extent permitted by applicable Law, exercise against such Loan Partyall its rights of set-off and counterclaimpayment (including the right of setoff, but subject to [Section 10.09]) with respect to such participation as fully as if such Lender were athe direct creditor of such Loan Partythe Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this [Section 2.12] and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this [Section 2.12] shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased.