LENDER, BY EXERCISING ANY RIGHT OF
SET-OFF OR COUNTERCLAIM OR OTHERWISE, OBTAINS ANY PAYMENT OR OTHER REDUCTION
THAT MIGHT RESULT IN SUCH LENDER RECEIVING PAYMENT OR OTHER REDUCTION OF A
PROPORTION OF THE AGGREGATE AMOUNT OF ITS REVOLVING LOANS AND PARTICIPATIONS IN
LC DISBURSEMENTS AND SWINGLINE LOANS AND ACCRUED INTEREST THEREON GREATER THAN
ITS PRO RATA SHARE THEREOF AS PROVIDED HEREIN, THEN THE LENDER RECEIVING SUCH
PAYMENT OR OTHER REDUCTION SHALL (A) NOTIFY THE ADMINISTRATION AGENT OF SUCH
FACT, AND (B) PURCHASE (FOR CASH AT FACE VALUE) PARTICIPATIONS IN THE REVOLVING
LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE LOANS OF OTHER
LENDERS OR MAKE SUCH OTHER ADJUSTMENTS AS SHALL BE EQUITABLE SO THAT THE BENEFIT
OF ALL SUCH PAYMENTS SHALL BE SHARED BY THE LENDERS RATEABLY IN ACCORDANCE WITH
THE AGGREGATE AMOUNT OF PRINCIPAL OF AND ACCRUED INTEREST ON THEIR RESPECTIVE
REVOLVING LOANS AND PARTICIPATIONS IN LC DISBURSEMENTS AND SWINGLINE LOANS;
PROVIDED THAT (I) IF ANY SUCH PARTICIPATIONS ARE PURCHASED AND ALL OR ANY
PORTION OF THE PAYMENT GIVING RISE THERETO IS RECOVERED,
SUCH PARTICIPATIONS
SHALL BE RESCINDED AND THE PURCHASE PRICE RESTORED TO THE EXTENT OF SUCH
RECOVERY, WITHOUT INTEREST, (II) THE PROVISIONS OF THIS SECTION SHALL NOT BE
CONSTRUED TO APPLY TO ANY PAYMENT MADE BY ANY LOAN PARTY 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 OR PARTICIPATIONS IN LC DISBURSEMENTS TO ANY ASSIGNEE OR
PARTICIPANT, OTHER THAN TO THE BORROWER OR ANY SUBSIDIARY OR AFFILIATE THEREOF
(AS TO WHICH THE PROVISIONS OF THIS SECTION SHALL APPLY) AND (III) THE
PROVISIONS OF THIS SECTION SHALL NOT BE CONSTRUED TO APPLY TO (W) ANY PAYMENT
MADE WHILE NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING IN RESPECT OF
OBLIGATIONS OF THE BORROWER TO SUCH LENDER THAT DO NOT ARISE UNDER OR IN
CONNECTION WITH THE LOAN DOCUMENTS, (X) ANY PAYMENT MADE IN RESPECT OF AN
OBLIGATION THAT IS SECURED BY A PERMITTED LIEN OR THAT IS OTHERWISE ENTITLED TO
PRIORITY OVER THE BORROWER'S OBLIGATIONS UNDER OR IN CONNECTION WITH THE LOAN
DOCUMENTS, (Y) ANY REDUCTION ARISING FROM AN AMOUNT OWING TO A LOAN PARTY UPON
THE TERMINATION OF DERIVATIVES ENTERED INTO BETWEEN SUCH LOAN PARTY AND SUCH
LENDER, OR (Z) ANY PAYMENT TO WHICH SUCH LENDER IS ENTITLED AS A RESULT OF ANY
FORM OF CREDIT PROTECTION OBTAINED BY SUCH LENDER.
THE BORROWER CONSENTS TO THE
FOREGOING AND AGREES, TO THE EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE
LAW, THAT ANY LENDER ACQUIRING A PARTICIPATION PURSUANT TO THE FOREGOING
ARRANGEMENTS MAY EXERCISE AGAINST THE BORROWER RIGHTS OF SET-OFF AND
COUNTERCLAIM WITH RESPECT TO SUCH PARTICIPATION AS FULLY AS IF SUCH LENDER WERE
A DIRECT CREDITOR OF THE BORROWER IN THE AMOUNT OF SUCH PARTICIPATION.
(D)
UNLESS THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED NOTICE FROM THE BORROWER PRIOR TO THE DATE ON WHICH ANY PAYMENT IS DUE
TO THE