Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 14.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 14.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. 10.1B or 10.1C. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Subject to Sections 20.4 and 20.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers’ lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrowers agree that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrowers in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of, premium, if any, or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.17 shall not be construed to apply to (1A) any payment made by Company the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans to any Eligible Assignee assignee or Participant pursuant Participant, other than to subsection 10.1B. Company expressly the Borrowers or any of the Restricted Subsidiaries (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 11.03 and 11.04, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 11.14 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 12.04, the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to SECTIONS 11.3 and 11.4, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by realization upon security, through the exercise of any right of set-off or banker’s lienvoluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided PROVIDED, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents SECTION 11.13 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of, premium, if any, or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.17 shall not be construed to apply to (1A) any payment made by Company the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans or participations in Letters of Credit to any Eligible Assignee assignee or Participant pursuant Participant, other than to subsection 10.1B. Company expressly the Borrowers or any of the Restricted Subsidiaries (as to which the provisions of this Section shall apply). Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 11.3 and 11.4, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by realization upon security, through the exercise of any right of set-off or banker’s lienvoluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 11.13 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Bank shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any Purchased Receivable or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive other obligations hereunder resulting in such Bank receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” any Purchased Receivable to such Lender) that is Bank greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender Bank receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent of such fact, and each (b) purchase (for cash) participations in the other Lender Banks’ Pro Rata Shares of the receipt Purchased Receivable (not in excess of the applicable Purchase Price thereof), or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all Lenders the Banks ratably in proportion to accordance with the Aggregate Amounts Due aggregate amount owing to them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 7.7 shall not be construed to apply to (1A) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Bank), or (2B) any payment obtained by a Lender Bank as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Purchased Receivables to any Eligible Assignee assignee or Participant pursuant participant, other than to subsection 10.1B. Company expressly any Facility Party (as to which the provisions of this Section shall apply). Each Facility Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Bank acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Facility Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that Lender had complied with such Bank were a direct creditor of each Facility Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Purchaser shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any Purchased Receivable or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive other obligations hereunder resulting in such Purchaser receiving payment or reduction of a proportion of the aggregate amount payable under any Purchased Receivable to such Purchaser greater than its Asset Interest would warrant as provided herein, then such Purchaser receiving such greater proportion shall (a) notify the Administrative Agent of principalsuch fact, interest, amounts payable and (b) purchase (for cash) participations in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents Purchasers’ Asset Interests (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender not in respect excess of the Aggregate Amounts Due to applicable Purchase Price thereof), or make such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all Lenders the Purchasers ratably in proportion to accordance with the Aggregate Amounts Due aggregate amount owing to them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section shall not be construed to apply to (1A) any payment made by Company a Seller pursuant to and in accordance with the express terms of this Agreement hereof, or (2B) any payment obtained by a Lender Purchaser as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Purchased Receivables to any Eligible Assignee assignee or Participant participant including, without limitation, any assignments effectuated pursuant to subsection 10.1B. Company expressly Section 2.1(c). Each Seller consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable Law, that any purchaser of an assignment so purchased Purchaser acquiring a participation pursuant to the foregoing arrangements may exercise any and all against such Seller rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that Lender had complied with such Purchaser were a direct creditor of such Seller in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the amounts described in Section 5.2(f) and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their applicable Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the amounts described in Section 5.2(f) and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their applicable Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 14.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 14.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in Section 2.16(h), if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon securitypayment, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, set-off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders Banks hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender such Bank hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such LenderBank) that which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender Bank of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Banks in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender Bank upon the bankruptcy or reorganization of Company such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender Bank ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, set off or counterclaim with respect to such assignment any and all monies owing by each Borrower to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made Notes purchased and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender such Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such LenderHolder) that which is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments Notes (which it shall be deemed to have purchased from each seller of an assignment a Note simultaneously upon the receipt by such seller of its portion of such payment) of in the ratable Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of Company the Issuer or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such assignments Notes shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company interest. The Issuer expressly consents to the foregoing arrangement and agrees that any purchaser Holder of an assignment a Note so purchased may exercise any and all rights of a Lender as banker’s lien, set off or counterclaim with respect to such assignment any and all monies owing by the Issuer to that Holder with respect thereto as fully as if that Lender had complied with Holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderNote held by that Holder.

Ratable Sharing. Subject to Sections 25.4 and 25.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers’ lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby Subject to the last sentence of this Section 10.05, the Banks agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Syndicated Loans and amounts payable in respect of the facility fees, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks proportionately to their respective pro rata Shares whether received by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Syndicated Loans, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by any Borrower hereunder or under the Loan Documents Syndicated Loans, then the Bank shall apportion the amount recovered as a result of the exercise of such right in accordance with each Bank's pro rata Share, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set off, banker's lien or otherwise, 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 principalprincipal and interest due with respect to the Syndicated Loans held by the Bank, interestor any amount payable hereunder, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender holder of the Syndicated Loans in respect of the Aggregate Amounts Due aggregate amount of principal and interest due with respect to such other Lenderthe Syndicated Loans held by it, or any amount payable hereunder, then the Lender Bank receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, payments shall (iy) notify each other Bank and the Administrative Agent and each other Lender of the receipt of such payment receipt and (iiz) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to Syndicated Loans held by the other Lenders holders so that all such recoveries of Aggregate Amounts Due principal and interest with respect to the Syndicated Loans shall be shared by all Lenders in proportion proportionate to the Aggregate Amounts Due to them; their pro rata Shares provided that (A) that, if all or part of such proportionately greater payment received by such purchasing Lender holder is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseholder, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that holder to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation in any such Syndicated Loan so purchased and any other subsequent holder of a participation in any Syndicated Loan otherwise acquired may exercise any and all rights of a Lender as banker's lien, set off or counterclaim with respect to any and all moneys owing by such assignment Borrower to that holder as fully as if that Lender had complied with holder were a holder of such Syndicated Loan in the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions participation held by that holder. Notwithstanding the foregoing, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, the ratable sharing arrangements set forth above)in this Section 10.05 shall be based on each Bank's pro rata share of all Syndicated Loans outstanding at such time, rather than on each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderBank's pro rata Share.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for including the assignment (other than an assignment pursuant to this subsection 10.5) application of or funds arising from the sale existence of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth aboveDefaulting Lender), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 2.03(g), 3.03, 3.04, 4.01(f), 4.02(f) and 4.03), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their applicable Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Sections 2.03(g), 3.03, 3.04, 4.01(f), 4.02(f) and 4.03 or the Collateral), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 13.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 13.05, the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit -105- 113 treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. The Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by the Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash Cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Aa) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bb) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Subject to Section 9.03 and 9.04, upon the occurrence of an Event of Default, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by realization upon security, through the exercise of any right of set-off or banker’s lienvoluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrowers agree that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 9.13 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with Borrowers in the amount of such participation. No Lender shall exercise any setoff, banker's lien or other similar right in respect to such assignment. In order to further evidence such assignment (and any Obligations without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderprior written approval by Agent Bank.

Ratable Sharing. Lenders hereby each agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of counterclaim, set-off off, banker's lien or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, 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, principal and interest then due with respect to the Revolving Credit Loans and the amounts payable in respect of the Letters of CreditCredit held by that Lender, fees and other or amounts then due and owing to that Lender in respect of facility fees or commitment fees hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Due” " to such Lender) that ), which is greater than the proportion received by any other Lender in respect of to the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (iy) notify Administrative Agent and each other Lender of the receipt and Agent of such payment receipt and (iiz) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseLender, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing that Lender ratably to the extent of such recovery, but without interest interest. Each of Holding and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B banker's lien, set-off or counterclaim with respect to such assignment. In order any and all monies owing by Holding or Company to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderthat holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Aa) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bb) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided herein or in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than such Lender would be entitled pursuant to this Agreement (after giving effect to the proportion received by any other Lender in respect priority of payments determining application of payments to the Aggregate Amounts Due to such other LenderClass A Lenders and the Class B Lenders, respectively), then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent, Paying Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, setoff or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Due” " to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Aa) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest interest, and (Bb) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 3.03, 3.04 and 4.01(e)) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees and amounts described in Sections 3.03, 3.04 and 4.01(e)) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Each Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 13.08 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 13.07, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to such assignment. In order to further evidence Borrower in the amount of such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 5.03 and Article XIV), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 5.03 and Article XIV) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrowers agree that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.05, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrowers in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders Subject to the terms of the Intercreditor Agreement, the Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans the Notes made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such LenderHolder) that is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Collateral Agent and each other Lender Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of the Company or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender Holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 10.21) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note(s) pursuant to subsection 10.1B. Section 10.2. The Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender Holder as to such assignment as fully as if that Lender Holder had complied with the provisions of subsection 10.1B Section 10.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender Holder and each selling Lender Holder agree to enter into an Assignment Agreement comply with the provisions of Section 10.2 at the request of a selling Lender Holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderHolder.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in Sections 2.14(a) and (b), if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon securitypayment, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or any other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender in its capacity as a Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderinterest.

Ratable Sharing. Lenders Subject to the terms of the Intercreditor Agreement, the Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans the Notes made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s bankers lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” Due to such LenderHolder) that is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Collateral Agent and each other Lender Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of the Company or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender Holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 10.21) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note(s) pursuant to subsection 10.1B. Section 10.2. The Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender Holder as to such assignment as fully as if that Lender Holder had complied with the provisions of subsection 10.1B Section 10.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender Holder and each selling Lender Holder agree to enter into an Assignment Agreement comply with the provisions of Section 10.2 at the request of a selling Lender Holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderHolder.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their applicable Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their applicable Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 14.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 14.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Section 9.03 and 9.04, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by realization upon security, through the exercise of any right of set-off or banker’s lienvoluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 9.13 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with Borrower in the amount of such participation. No Lender shall exercise any setoff, banker's lien or other similar right in respect to such assignment. In order to further evidence such assignment (and any Obligations without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderprior written approval by Agent Bank.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the costs, fees and other payments described in Sections 5.2(f), and 5.3, Article XIII and Section 14.1) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the costs, fees and other payments described in Sections 5.2(f), and 5.3, Article XIII and Section 14.1), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 14.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their applicable Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of Money Market Loans to a particular Money Market Lender and the fees described in Sections 3.1(g), 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their applicable Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 14.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 14.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. The Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by the Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company any Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by any Borrower to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that Subject to Section 10.6(b)(v) and (ix), if any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent in writing of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.14 shall not be construed to apply to (1A) any payment made by Company the Borrower pursuant to and in accordance with the express terms of this Agreement Agreement, or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans to any Eligible Assignee assignee or Participant Participant, other than to the Borrower or any of its Restricted Subsidiaries (other than pursuant to subsection 10.1B. Company expressly Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 2.07, the Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Agreement Obligations (excluding amounts payable under this Agreement which are determined on a non-pro-rata basis, including, without limitation, amounts payable under Sections 2.02(c), 2.05(b), 2.09(d), 2.10, 2.11, 2.14, 11.03 and 11.04), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Agreement Obligations (excluding amounts payable under this Agreement which are determined on a non-pro-rata basis, including, without limitation, amounts payable under Sections 2.02(c), 2.05(b), 2.09(d), 2.10, 2.11, 2.14, 11.03 and 11.04) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Agreement Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due payments on account of the Agreement Obligations (excluding the fees described or referred to such other Lenderin Section 2.05), then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment been done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Agreement Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Agreement Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 11.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that Subject to Section 10.6(b)(v) and (ix), if any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent in writing of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.14 shall not be construed to apply to (1A) any payment made by Company the Borrower pursuant to and in accordance with the express terms of this Agreement Agreement, or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans to any Eligible Assignee assignee or Participant Participant, other than to the Borrower or any of its Restricted Subsidiaries (other than pursuant to subsection 10.1B. Company expressly Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 14.4 and 14.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers' lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers' lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that Subject to Section 10.6(b)(B)(v) and (ix), if any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent in writing of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.14 shall not be construed to apply to (1A) any payment made by Company the Borrower pursuant to and in accordance with the express terms of this Agreement Agreement, or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans to any Eligible Assignee assignee or Participant Participant, other than to the Borrower or any of its Subsidiaries (other than pursuant to subsection 10.1B. Company expressly Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement (including pursuant to the Back-Stop Arrangements) or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. subsections 10.1B and 10.1C. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, proportion shall (ia) notify the Administrative Agent in writing of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase assignments (which it other adjustments as shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (Ai) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.14 shall not be construed to apply to (1A) any payment made by Company the Borrower pursuant to and in accordance with the express terms of this Agreement Agreement, or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans to any Eligible Assignee assignee or Participant Participant, other than to the Borrower or any of its Subsidiaries (other than pursuant to subsection 10.1B. Company expressly Section 10.6(d)), as to which the provisions of this Section shall apply. Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in Section 2.16(h) , if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon securitypayment, through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, set off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders Subject to the terms of the Intercreditor Agreement, the Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans the Notes made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such LenderHolder) that is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Collateral Agent and each other Lender Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of Company Parent Issuer or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company Parent Issuer pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender Holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 10.21) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note(s) pursuant to subsection 10.1B. Company Section 10.2. Parent Issuer expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender Holder as to such assignment as fully as if that Lender Holder had complied with the provisions of subsection 10.1B Section 10.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender Holder and each selling Lender Holder agree to enter into an Assignment Agreement comply with the provisions of Section 10.2 at the request of a selling Lender Holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderHolder.

Ratable Sharing. Subject to Sections 13.4 and 13.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers' lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers' lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Loans held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders The Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans the Notes made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such LenderHolder) that is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Collateral Agent and each other Lender Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of the Company or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender Holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 10.21) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note pursuant to subsection 10.1B. Section 10.2. The Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender Holder as to such assignment as fully as if that Lender Holder had complied with the provisions of subsection 10.1B Section 10.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender Holder and each selling Lender Holder agree to enter into an Assignment Agreement comply with the provisions of Section 10.2 at the request of a selling Lender Holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderHolder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. 10.1C. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Aa) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bb) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Subject to Sections 10.03 and 10.04, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 10.12 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 11.04, the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (including, without limitation, amounts applied to the Obligations under Section 15.05, but excluding the fees described in Section 5.03 and Article XIV), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 5.03 and Article XIV) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Each Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.05, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to such assignment. In order to further evidence Borrower in the amount of such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash Cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required or permitted by the terms of this Agreement, (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Ai) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bii) the foregoing provisions shall not apply to (1A) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5Section 9.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Section 9.1(b). Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender ▇▇▇▇▇▇ had complied with the provisions of subsection 10.1B Section 9.1(b) with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash Cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required or permitted by the terms of this Agreement, (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Ai) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bii) the foregoing provisions shall not apply to (1A) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5Section 9.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Section 9.1(b). Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B Section 9.1(b) with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders The Holders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans the Notes made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such LenderHolder) that is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Collateral Agent and each other Lender Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of the Company or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender Holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 10.21) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note pursuant to subsection 10.1B. Section 10.2. The Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender Holder as to such assignment as fully as if that Lender Holder had complied with the provisions of subsection 10.1B Section 10.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender Holder and each selling Lender Holder agree to enter into an Assignment Agreement comply with the provisions of Section 10.2 at the request of a selling Lender Holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such LenderHolder.

Ratable Sharing. Except as set forth in Section 2.13(b), Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off off, consolidation or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, including with respect to the Chapter 11 Cases, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.to

Ratable Sharing. The Lenders hereby agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 5.2(f) and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or crossaction or by the enforcement of any or all of the Obligations (excluding the amounts described in Sections 5.2(f) and 5.3 and Article XIII), (ii) if any of them shall, whether shall by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or counterclaim, setoff, banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents 's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby each agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of counterclaim, set-off off, banker's lien or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, 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, principal and interest then due with respect to the Loans and the amounts payable in respect of the Letters of CreditCredit held by that Lender, fees and other or amounts then due and owing to that Lender in respect of facility fees or commitment fees hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Due” " to such Lender) that ), which is greater than the proportion received by any other Lender in respect of to the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt and Agent of such payment receipt and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment simultaneously done simultane- ously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseLender, those purchases shall be rescinded and the purchase prices paid for such assignments partici- pations shall be returned to such purchasing that Lender ratably to the extent of such recovery, but without interest interest. Holdings and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any each of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company Subsidiaries expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B banker's lien, set-off or counter- claim with respect to such assignment. In order any and all monies owing by Holdings or any of its Subsidiaries to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderthat holder.

Ratable Sharing. Lenders hereby agree among themselves Except as otherwise specifically set forth in this Credit Agreement, including without limitation, in Article 2 hereof and this Section 9.18, each Bank agrees with each other Bank that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Warehouse Advances or fees relating thereto including, whether without limitation, all amounts received by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through such Bank pursuant to the exercise of any the right of set-off pursuant to this Credit Agreement, equitable adjustment will be made so that all such amounts will be shared among the Banks proportionately to their respective Pro Rata Shares whether received by voluntary payment, by the exercise of the right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right or all of the Secured Obligations owed by the Company to the Banks hereunder and under the Loan Documents Notes, and (ii) if any of them shall exercise any right of counterclaim, set-off, banker’s lien or similar right with respect to amounts owed by the Company hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Company to it hereunder, and (b) all amounts otherwise owed by the Company to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker’s lien 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, amounts principal and interest due with respect to the Warehouse Advances made by that Bank or any other amount payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Amount Due” to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (iiz) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Amount Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Amount Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Pro Rata Shares; provided that (A) if all or of part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. The Company expressly consents to the foregoing arrangement arrangements and agrees that any purchaser participant in respect of an assignment so purchased any Advance may exercise any and all rights of a Lender as banker’s lien, set-off or counterclaim with respect to such assignment any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Company to that participant as fully as if that Lender had complied with participant were a Bank in the provisions amount of subsection 10.1B with respect to such assignmentparticipation held by that participant. In order to further evidence such assignment (and without prejudice Notwithstanding anything contained herein to the effectiveness contrary, immediately upon the occurrence of an Event of Default, acceleration of the assignment provisions set forth above)Secured Obligations and/or termination, each purchasing Lender the Banks hereby absolutely and each selling Lender unconditionally agree to enter into an Assignment Agreement at the request of a selling Lender purchase or a purchasing Lendersell, as applicable, such participation in the case may beWarehouse Advances, in form Swing Advances and substance reasonably satisfactory Excess Advances outstanding as shall be required to assure that each Bank holds its Warehouse Commitment Pro Rata Share of all such LenderAdvances.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 5.03 and Article XIV), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 5.03 and Article XIV) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.05, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder directly by Company.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.. 133

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, and except as set forth in Section 2.15, if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative each Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender Lender, upon the bankruptcy or reorganization of Company any Non-Debtor Subsidiary or otherwise, is thereafter recovered from such Lender, those purchases to that extent shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company interest. Each Credit Party expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, set off or counterclaim with respect to any and all monies owing by such assignment Credit Party to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves Except as otherwise specifically set forth in this Credit Agreement, including without limitation, in ARTICLE 2 hereof and this SECTION 9.18, each Bank agrees with each other Bank that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Warehouse Advances or fees relating thereto including, whether without limitation, all amounts received by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through such Bank pursuant to the exercise of any the right of set-off pursuant to this Credit Agreement, equitable adjustment will be made so that all such amounts will be shared among the Banks proportionately to their respective Pro Rata Shares whether received by voluntary payment, by the exercise of the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right or all of the Secured Obligations owed by the Company to the Banks hereunder and under the Loan Documents Notes, and (ii) if any of them shall exercise any right of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Company hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Company to it hereunder, and (b) all amounts otherwise owed by the Company to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien 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, amounts principal and interest due with respect to the Warehouse Advances made by that Bank or any other amount payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Amount Due” " to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (iiz) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Amount Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Amount Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Pro Rata Shares; provided that (A) if all or of part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. The Company expressly consents to the foregoing arrangement arrangements and agrees that any purchaser participant in respect of an assignment so purchased any Advance may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by the Company to that participant as fully as if that Lender had complied with participant were a Bank in the provisions amount of subsection 10.1B with respect to such assignmentparticipation held by that participant. In order to further evidence such assignment (and without prejudice Notwithstanding anything contained herein to the effectiveness contrary, immediately upon the occurrence of an Event of Default, acceleration of the assignment provisions set forth above)Secured Obligations and/or termination, each purchasing Lender the Banks hereby absolutely and each selling Lender unconditionally agree to enter into an Assignment Agreement at the request of a selling Lender purchase or a purchasing Lendersell, as applicable, such participation in the case may beWarehouse Advances, in form Swing Advances and substance reasonably satisfactory Excess Advances outstanding as shall be required to assure that each Bank holds its Warehouse Commitment Pro Rata Share of all such LenderAdvances.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Lender shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment shallproportion shall (a) notify the Administrative Agent of such fact, unless and (b) purchase (for cash at face value) participations in the Loans and such proportionately greater payment is required other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the terms Lenders ratably in accordance with the aggregate amount of this Agreementprincipal of and accrued interest on their respective Loans and other amounts owing them; provided, (i) notify Administrative Agent if any such participations are purchased and each other Lender all or any portion of the receipt of payment giving rise thereto is recovered, such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest interest; and (Bii) the foregoing provisions of this Section 2.17 shall not be construed to apply to (1A) any payment made by Company the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (2B) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations Loans or participations in Letters of Credit to any Eligible Assignee assignee or Participant pursuant to subsection 10.1B. Company expressly Participant. Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any purchaser of an assignment so purchased Lender acquiring a participation pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of a Lender as setoff and counterclaim with respect to such assignment participation as fully as if that such Lender had complied with were a direct creditor of each Credit Party in the provisions amount of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of them shall, whether by voluntary or mandatory payment the Obligations (other than a payment or prepayment amounts received in respect of Loans any Negotiated Rate Loan) equitable adjustment will be made and applied so that, in effect, all such amounts will be shared among them ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 13.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 13.5, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company any Loan Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.by

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in Section 8.3 with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Company or any Borrower or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest interest; provided, further, that, notwithstanding the foregoing, no Canadian Lender shall be required to apply such payments to U.S. Obligations and (B) no U.S. Lender shall be required to apply such payments to Canadian Obligations. Each of the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company Borrowers expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker’s lien, set-off or counterclaim with respect to such assignment any and all monies owing by the any Borrower to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each participation held by that holder directly by such LenderBorrower.

Ratable Sharing. The Lenders hereby agree among themselves that (i) with --------------- respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 5.2(f) and 5.3 and -------------- Article XIII) equitable adjustment will be made so that, in effect, all such ------------ amounts will be shared among them ratably in accordance with their Pro Rata Shares, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or crossaction or by the enforcement of any or all of the Obligations (excluding the amounts described in Sections -------- 5.2(f) and 5.3 and Article XIII), (ii) if any of them shall, whether shall by voluntary payment -------------- ------------ or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or counterclaim, setoff, banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents 's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment -------- ------- received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, ------------- exercise any and all its rights of a Lender as payment (including, subject to Section 15.5, the ------------ right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (Aa) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bb) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.59.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. 9.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B 9.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby The Noteholders agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s liensetoff, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of amount which such Noteholder is entitled to receive hereunder, the Aggregate Amounts Due to such other Lender, then the Lender Noteholder receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided PROVIDED, HOWEVER, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Issuer agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Noteholder so purchasing a Lender as consideration for the assignment (other than an assignment participation from another Noteholder pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents SECTION 10.05 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to SECTION 10.04, the right of setoff) with respect to such assignment participation as fully as if that Lender had complied with such Noteholder were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Issuer in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 10.4 and 10.5 hereof, the Lenders hereby agree among themselves that if (a) with respect to all amounts received by them which are applicable to the payment of the Loan (except any of fees paid pursuant to the Fee Letter, which fees shall be payable solely to the parties indicated therein), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral, and (b) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, banker’s lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 3.8 and 11.3 of this Agreement and unless otherwise specifically stated herein, the Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their pro rata shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-set off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under of counterclaim, set-off, banker's lien or otherwise (all of which rights are expressly acknowledged by the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeBorrower), receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that obligations held by it which is greater than the proportion received by any other Lender in respect its pro rata share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their pro rata shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participation shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or Section 12.2 may, to the sale of a participation in any fullest extent permitted by law, exercise all of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders The holders hereby agree among themselves that if any of them shall, shall receive (whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such Lenderholder) that is greater than the proportion received by any other Lender holder in respect of the Aggregate Amounts Due to such other Lenderholder, then the Lender holder receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders holders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender holder is thereafter recovered from such Lender holder upon the bankruptcy or reorganization of the Company or its Subsidiaries or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender holder ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by the Company or any Guarantor pursuant to and in accordance with the express terms of this Agreement the Note Documents or (2) any payment obtained by a Lender holder as consideration for the assignment or transfer (other than an assignment or transfer pursuant to this subsection 10.5Section 14.4) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant Note pursuant to subsection 10.1B. Section 13.2. The Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender holder as to such assignment as fully as if that Lender holder had complied with the provisions of subsection 10.1B Section 13.2 with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender holder and each selling Lender holder agree to enter into an Assignment Agreement comply with the provisions of Section 13.2 at the request of a selling Lender holder or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderholder.

Ratable Sharing. Subject to Sections 15.4 and 15.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers' lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers' lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or voluntary prepayment of Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the “"Aggregate Amounts Due” " to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions amount of subsection 10.1B with respect to such assignmentthe participation held by that holder. In order to further evidence such assignment participation (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, Agreement (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided PROVIDED, HOWEVER, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents SECTION 15.6 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to such assignment as fully as if that Lender had complied with the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.132

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” ``AGGREGATE AMOUNTS DUE'' to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participations (which it shall be deemed to have purchased from each seller of an assignment a participation simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that (A) if all or part of such -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. interest. Company expressly consents to the foregoing arrangement and agrees that any purchaser holder of an assignment a participation so purchased may exercise any and all rights of a Lender as banker's lien, set-off or counterclaim with respect to such assignment any and all monies owing by Company to that holder with respect thereto as fully as if that Lender had complied with holder were owed the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness amount of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation held by that holder.

Ratable Sharing. Subject to Sections 13.4 and 13.5, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Loan, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Percentages, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker’s bankers’ lien, by counterclaim or cross action or by the enforcement of any right under or all of the Loan Documents or any collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim, set-off, bankers’ lien 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that held by it which is greater than the proportion received by any other Lender in respect its Percentage of the Aggregate Amounts Due to such other Lenderpayments on account of the Loan, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Percentages; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including the right of set-off) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to Borrower in the amount of such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves them- selves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 5.03 and Article XIV), equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares, whether received by voluntary payment, by the exercise of the right of setoff or banker's lien, by counterclaim or cross- action or by the enforce-ment of any or all of the Obligations (excluding the fees described in Section 5.03 and Article XIV) or the Collateral, (ii) if any of them shall, whether shall by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or counterclaim, setoff, banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents 's lien or otherwise, or as adequate protection receive payment of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion propor-tion of the aggregate amount of principalthe Obliga-tions held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided inter-est and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obliga- tions owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such purchasing Lender the purchas-ing party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.05, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Borrower in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. Subject to Sections 11.03 and 11.04, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by realization upon security, through the exercise of any right of set-off or banker’s lienvoluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim 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, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 11.13 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with Borrower in the amount of such participation. No Lender shall exercise any setoff, banker's lien or other similar right in respect to such assignment. In order to further evidence such assignment (and any Obligations without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderprior written approval by Agent.

Ratable Sharing. Lenders hereby The Banks agree among themselves that if that, except as otherwise expressly provided in any Loan Document, (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 1.3(b) (Fronting Fee only), 2.14 (Agent's Fee, Exit Fee and any other fee thereunder not owing to all Banks, only)), equitable adjustment shall be made so that, in effect, all such amounts shall be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of such Obligations (excluding the fees described in Sections 1.3(b) (Fronting Fee only), 2.14 (Agent's Fee, Exit Fee and any other fee thereunder not owing to all Banks, only)), and (ii) if any of them shall by voluntary payment or by the exercise of any right under of setoff or banker's lien, by counterclaim or cross-action or by the Loan Documents enforcement of any or otherwise, or as adequate protection all of a deposit treated as cash collateral under the Bankruptcy Codesuch Obligations, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect of amount which such Bank is entitled to receive hereunder, the Aggregate Amounts Due to such other Lender, then the Lender Bank receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participation shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. The Company agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Bank so purchasing a Lender as consideration for the assignment (other than an assignment participation from another Bank pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 7.9 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 7.8, the right of setoff) with respect to such assignment participation as fully as if that Lender had complied with such Bank were the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness direct creditor of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at Company in the request amount of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 3.01(g), 5.02 and Article XIV), equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary or mandatory payment (other than a payment or prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the 121 fees described in Sections 3.01(g), 5.02 and Article XIV) or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shallshall purchase, unless such proportionately greater payment is required by the terms of this Agreementwithout recourse or warranty, (i) notify Administrative Agent an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase assignments participation (which it shall be deemed to have purchased from each seller of an assignment done simultaneously upon the receipt by such seller of its portion of such payment) of the Aggregate Amounts Due in such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided provided, however, that (A) if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such assignments participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest and (B) except to the foregoing provisions shall not apply extent the purchasing party is required to (1) pay interest in connection with such recovery. Each Borrower agrees that any payment made by Company pursuant to and in accordance with the express terms of this Agreement or (2) any payment obtained by Lender so purchasing a participation from another Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company expressly consents Section 15.06 may, to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may fullest extent permitted by law, exercise any and all its rights of a Lender as payment (including, subject to Section 15.05, the right of setoff) with respect to such assignment participation as fully as if that such Lender had complied with were the provisions direct creditor of subsection 10.1B with respect to such assignment. In order to further evidence Borrower in the amount of such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lenderparticipation.