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recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and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. 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 11.3 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. 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. 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 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. 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. 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. The Lenders hereby agree among themselves that 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 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 such 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 (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of shall promptly purchase from such payment other Lenders participations in (or, if and to purchase assignments (which it shall be deemed to have purchased from each seller of an assignment simultaneously upon the receipt extent specified by such seller of its portion of Lender, direct interests in) the Loans or such paymentother amounts, respectively, owing to such other Lenders (or in interest due thereon, as the case may be) of in the Aggregate Amounts Due Due, and make such other adjustments from time to time as shall be equitable, to the other Lenders so end that all such recoveries of Aggregate Amounts Due the Lenders shall be shared by all Lenders in proportion to share the Aggregate Amounts Due to them; provided that (A) if all or part benefit of such proportionately greater excess payment received (net of any expenses that may be incurred by such purchasing Lender is thereafter recovered from in obtaining or preserving 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 (Bexcess payment) the foregoing provisions shall not apply to (1) any payment made by Company pursuant to and pro rata in accordance with the express terms unpaid principal of this Agreement and/or interest on the Loans or such other amounts, respectively, owing to each of the Lenders. To such end, all the Lenders shall make appropriate adjustments among themselves (2by the resale of participations sold or otherwise) any if such payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of is rescinded or the sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1B. Company must otherwise be restored. 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. For the avoidance of doubt, Administrative Agent and each Lender had complied with agree that the provisions terms of subsection 10.1B this Section 3.5 apply only to payments received by a Lender with respect to such assignment. In order the Loans under this Agreement and other amounts due under this Agreement and the other Loan Documents, and shall not apply to further evidence such assignment (and without prejudice any other payments received by a Lender with respect to the effectiveness any other separate credit facility now or hereafter provided by a Lender to Borrower or an Affiliate 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 LenderBorrower.

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. 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 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. 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. 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. 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. 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. 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. 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 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 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. 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. 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. 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 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. 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 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. 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 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 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 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 3.03, 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 amounts described in Sections 3.04, 3.05 and 4.01(f)) 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 amounts described in Sections 3.04, 3.05 and 4.01(f), (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 of the Loan Parties 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 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 or such Loan Party 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 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. 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. 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 EXECUTION VERSION 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. 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 the application of funds arising from the existence of a Defaulting Lender) (2) the application of Cash Collateral (and proceeds thereof) in respect of obligations relating to Letters of Credit and Swing Loan Loans (including Lender participation obligations) provided for in subsection 2.11, or (23) 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. 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. 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 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. 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 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 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. 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 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. 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. 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. 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. 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. The Lenders hereby agree among themselves that 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 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 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) that, 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. The Lenders hereby and the Issuing 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 (x) the fees described in Sections 2.04(g), 3.03, 3.04, 4.01(f) and 4.02 and (y) any amounts to received in respect of Currency Agreements and/or Interest Rate Contracts) 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 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 such Obligations (excluding the payments described in Sections 2.04(g), 3.03, 3.04, 4.01(f) and 4.02) 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 Obligations held by it 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 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. 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 13.06 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 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 and the Issuing Banks 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 2.4(g) (Issuing Bank Charges), Section 3.3 (Taxes), Section 3.4 (Increased Capital), Section 4.1(f) (Changes; Legal Restrictions) and Section 4.2 (Special Provisions Governing Eurodollar Rate Loans)) 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 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 Section 2.4(g) (Issuing Bank Charges), Section 3.3 (Taxes), Section 3.4 (Increased Capital), Section 4.1(a)(iii), Section 4.1(f) (Changes; Legal Restrictions) and Section 4.2 (Special Provisions Governing Eurodollar Rate Loans)) 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 Obligations held by it 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 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. 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 13.6 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 direct creditor of subsection 10.1B with respect to such assignmentBorrower in the amount of such participation. 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.Section 13.7

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 that, except as otherwise provided in the Intercreditor Agreement, Fee Letter, in Section 2.19 or in Section 2.22, 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 amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, the Administrative Agent in accordance with the provisions of the Credit Documents, such Lender shall purchase for cash from other Lenders such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been 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 applied in accordance with this Agreement (or, if such application would then be at the discretion of Company, applied to repay the receipt of Obligations in accordance herewith); provided, however, that (a) if 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 is rescinded or part of such proportionately greater payment received by such purchasing Lender is thereafter otherwise recovered from such Lender upon the bankruptcy in whole or reorganization of Company or otherwisein part, those purchases such purchase shall be rescinded and the purchase prices paid for such assignments price therefor shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (Bb) such Lender shall, to the foregoing provisions shall not apply fullest extent permitted by applicable law and subject 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 Agreement, be able to this subsection 10.5) of or the sale of a participation in any of exercise all 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 (including 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 applicable Credit Party 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 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 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 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 this Agreement 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, 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 (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 Borrower, or any of its Subsidiaries 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. Borrower 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 consent to the foregoing arrangement and agrees agree 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 8.1B 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 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents (including any bid or purchase at public or private sale) 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” "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 124 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. 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 3.01(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 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.

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 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 13.21) 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 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 Xxxxxx 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. 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. 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.. 153 Table of Contents

Ratable Sharing. Subject to Sections 11.04 and 11.05, 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 Revolving Facility, 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 Revolving Facility 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 Revolving Facility, 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 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 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 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 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 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 2.10, 2.11, 2.14 (Agent's Fee only), 2.16 and 4.16), 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 2.10, 2.11, 2.14 (Agent's Fee only), 2.16 and 4.16), 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. 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 128 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. 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(f)) 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 amounts described in Sections 3.03, 3.04 ------------------- and 4.01(f), (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 of the Loan Parties 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 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 or such Loan Party 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 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 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 shallthem, 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 Documents or otherwiseCredit Documents, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or as a distribution in connection with a plan of reorganization, plan of liquidation or similar dispositive plan, 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 relevant Lender that is entitled to a payment 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, will (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 will be deemed to have purchased from each seller of an assignment a participation 155722702_14171748492_2 simultaneously upon the receipt by such seller of its portion of such payment) of in the Aggregate Amounts Due to the other Lenders entitled to a payment in respect of such Aggregate Amounts Due so that all such recoveries of Aggregate Amounts Due shall will be shared by all of 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 the Borrower or otherwise, those purchases shall will be rescinded and the purchase prices paid for such assignments shall participations will be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (B) interest. The Borrower expressly consents to the foregoing arrangement and agree that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions shall of this Section 2.17 will not be construed to apply to (1i) any payment made by Company a Credit Party pursuant to and in accordance with the express terms of this Agreement or any other Credit Document, (2ii) any payment obtained by a any 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 Loans or other Obligations owed to it, (iii) the exchange of any Eligible Assignee Loans held by a Lender for all 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 a portion of a Lender as to such assignment as fully as if that Lender had complied with new tranche of Loans issued hereunder or (iv) the provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness acceptance of the assignment provisions set forth aboveWaivable Mandatory Prepayment in accordance with Section 2.15(e), 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 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 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 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. 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 Section 5.2(f) 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 Section 5.2(f) 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. 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. 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 respect to such assignment. In order to further evidence such assignment (and without prejudice to Borrowers in 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 Lender.such

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. 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.. 153

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. 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), 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 the 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 the Borrower 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 the Borrower 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. 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 Lender9.

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. 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. 15.07.

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 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 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 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 the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral or in any Fee Letter, 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 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 (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 participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest and (ii) the provisions of this Section shall not be construed to apply to (A) any payment made by Company pursuant to and in accordance with the application of funds arising from the existence of a Defaulting Lender, (B) any disproportionate payment obtained by a Lender as a result of consenting to any amendment or modification of the foregoing Loans or this Agreement that is not consented to by one or more other Lenders (to the extent such other Lenders were offered the opportunity to consent to such amendment or modification and receive their Pro Rata Share of any such payment) or (C) any payment obtained by any Non-Consenting Lender from Company upon the assignment of such Non-Consenting Lender’s Loans and Commitments in accordance with Section 2.22; provided, further, that the provisions of this Section 2.16 shall not apply to (1x) any payment made by Holdings or Company pursuant to and in accordance with the express terms of this Agreement or (2y) any payment obtained by a any 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 permitted assignee or Participant pursuant to subsection 10.1B. participant. 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 11.10 and 11.11, 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 11.14 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 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. 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(f), 3.03, 3.04, 4.01(e) and 4.02(a)) 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 138 in Sections 2.03(f), 3.03, 3.04, 4.01(e) and 4.02(a)) 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 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 '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 Lenderparticipa tion.

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. 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 13.06 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 direct creditor of subsection 10.1B with respect to either 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), 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 140 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 10.4 and 10.5, 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, 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 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 10.10 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.