Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower 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 (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Partyright under the Credit Documents, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (but excluding any sale as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or participation reduction of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans aggregate amount of any principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement, it then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent, Paying Agent and each Lender of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount recovery of the Loans and participations in Loans held by each Lender such Aggregate Amounts Due shall be shared by the applicable Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was them pursuant to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthis Agreement; provided, howeverif 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, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross-action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and the Revolving Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, 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 any such purchase Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Each Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the any Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion to of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent of the receipt of such fact payment and (bii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed simultaneously to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment), or such other Lender at face valueadjustments as shall be equitable, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings each of its Subsidiaries expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings or any of its Subsidiaries to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to make Loans (which it shall be deemed simultaneously to have purchased made from each Lender simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to of its portion of such other Lender the purchase price for, a participation payment) in the Loans of such ratable Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those payments to that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments extent shall be rescinded and the amount of such Loans shall be returned to such Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such that Lender by reason thereof with respect thereto as fully as if such that Lender had made a Loan directly to the Borrower in were owed the amount of such participationthe Loan made by that Lender.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Loan Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcyother Insolvency Laws, insolvency 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 similar law amounts then due and owing to that Lender hereunder or otherwiseunder the other Loan Documents (collectively, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Chase Co-Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which 165 is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any -------- all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s lienLien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal the Aggregate Amounts Due to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of any Loan as the receipt of such payment and (ii) apply a result of which the unpaid principal portion of its Loans such payment to purchase participations (which it shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem hereunder; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lienLien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s lien's Lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, PROVIDED that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrowers or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Borrowers expressly consent to the foregoing arrangements arrangement and agree that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien's Lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Borrowers to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves that, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code (or other applicable Debtor Relief Laws), 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 such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of a Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Each Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the such Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves that, except as otherwise provided in the Fee Letter, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 portion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set‑off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Credit Party pursuant to and in accordance with the express terms of any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Partyright under the Credit Documents, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (but excluding any sale as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or participation reduction of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans aggregate amount of any principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement, it then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent, Paying Agent and each Lender of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount recovery of the Loans and participations in Loans held by each Lender such Aggregate Amounts Due shall be shared by the applicable Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was them pursuant to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthis Agreement; provided, howeverif 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, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it 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 a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it shall then the Lender receiving such proportionately greater payment shall, unless such proportionately greater payment is required by the terms of this Agreement, (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase assignments (which it shall be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that (i) if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienCompany or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery recovery, but without interest and (ii) the purchase price 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 prices (2) any payment obtained by a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or adjustment restored without interestthe sale of a participation in any of its Obligations to any Eligible Assignee or Participant pursuant to subsection 10.1(b). The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if that Xxxxxx had complied with the provisions of subsection 10.1(b) with respect to such Lender had made a Loan directly assignment. In order to further evidence such assignment (and without prejudice to the Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases to that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments extent shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive any Collateral or proceeds thereof or 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrowers or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Borrowers expressly consent to the foregoing arrangements arrangement and agree that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it 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 a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that (A) if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienany Loan Party or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery recovery, but without interest and the purchase price or prices or adjustment restored without interest. The Borrower and Holdings expressly consent to (B) the foregoing arrangements and agree that provisions shall not apply to (1) any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had payment made a Loan directly to the Borrower in the amount of such participation.by

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees AMOUNTS OWED BY COMPANY. Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment, by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Loan Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcyother Insolvency Laws, insolvency 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 similar law amounts then due and owing to that Lender from Company hereunder or otherwiseunder the other Loan Documents (collectively, or the "AGGREGATE AMOUNTS DUE FROM COMPANY" to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due From Company to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to 133 purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due From Company to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due From Company shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due From Company to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that The Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Partyright under the Credit Documents, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by as adequate protection of a deposit treated as cash collateral under any other means (but excluding any sale Insolvency Legislation, receive payment or participation reduction of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans aggregate amount of any principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Facility Agent, the Verification Agent and the Class B Agent of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount recovery of the Loans and participations in Loans held by each Lender such Aggregate Amounts Due shall be shared by the applicable Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was them pursuant to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthis Agreement; provided, howeverif 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 Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in 107 115 respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, the Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all the Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrowers or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Borrowers expressly consent to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Borrowers to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender Except as otherwise specifically set forth in this Credit Agreement, including without limitation, in Article 2 hereof and this Section 9.18, each Bank agrees with each other Bank that (i) with respect to all amounts received by them which are applicable to the payment of principal of or interest on the Warehouse Advances or fees relating thereto including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of set-off pursuant to this Credit Agreement, equitable adjustment will be made so that all such amounts will be shared among the Banks proportionately to their respective Pro Rata Shares whether received by voluntary payment, by the exercise of the right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any or all of the Secured Obligations owed by the Company to the Banks hereunder and under the Notes, and (ii) if any of them shall exercise any right of counterclaim, set-off, banker’s lien or similar right with respect to amounts owed by the Company hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Company to it shallhereunder, and (b) all amounts otherwise owed by the Company to it, and (iii) if any of them shall thereby through the exercise of a any right of counterclaim, set-off, banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 and interest due with respect to the Warehouse Advances made by that Bank or any other amount payable hereunder (collectively, the “Aggregate Amount Due” to such Bank), which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Bank in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be Aggregate Amount Due to such other Bank, then the Bank receiving such proportionately less than the unpaid principal portion of the Loans of any other Lender, it greater payment shall (ay) notify each other Bank and the Administrative Agent of such fact receipt and (bz) purchase participations (which it shall be deemed simultaneously to have purchased done simultaneously upon the receipt of such payment) in the Aggregate Amount Due to the other Banks so that all recoveries of Aggregate Amount Due shall be shared by the Banks in proportion to their respective Pro Rata Shares; provided that if all of part of such proportionately greater payment received by such purchasing Bank is thereafter recovered from such other Lender at face valueBank, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to that Bank to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements and agree agrees that any Lender holding a participation participant in a Loan deemed to have been so purchased respect of any Advance may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Borrower and Holdings Company to such Lender by reason thereof that participant as fully as if such Lender had made that participant were a Loan directly to the Borrower Bank in the amount of such participationparticipation held by that participant. Notwithstanding anything contained herein to the contrary, immediately upon the occurrence of an Event of Default, acceleration of the Secured Obligations and/or termination, the Banks hereby absolutely and unconditionally agree to purchase or sell, as applicable, such participation in the Warehouse Advances, Swing Advances and Excess Advances outstanding as shall be required to assure that each Bank holds its Warehouse Commitment Pro Rata Share of all such Advances.

Ratable Sharing. Each Lender agrees Subject to Sections 11.3 and 11.4, Lenders agree among themselves that if it shall(a) with respect to all amounts received by them which are applicable to the payment of the Obligations, through 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 a right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwisecross action, or by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect enforcement of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion or all of the Loans of any other Lender, it shall (a) notify Obligations or the Administrative Agent of such fact Loan Documents; and (b) be deemed simultaneously to have purchased from such other Lender at face valueif any of them shall by voluntary payment or by the exercise of any right of counterclaim, and shall promptly pay to such other Lender the purchase price forset-off, banker's lien or otherwise, receive payment of a participation in the Loans proportion of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans Obligations held by each it which is greater than its Pro Rata Share of the payments on account of the Obligations, the Lender receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the same proportion such Obligations owed to the aggregate unpaid principal amount of other Lenders so that all Loans then outstanding as the principal amount of its Loans prior such recoveries with respect to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventObligations shall be applied ratably in accordance with their Pro Rata Shares; provided, however, that if any all or part of such purchase or excess payment received by the purchasing Lender is thereafter recovered from it, those purchases or adjustments shall be made rescinded and the purchase prices paid for such participations shall be returned to that Lender to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing Lender is required to pay interest in connection with such recovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered11.14 may, such purchase or purchases or adjustments shall be rescinded to the fullest extent permitted by law, exercise all of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all its rights of banker’s lienpayment (including, setoff or counterclaim or other event subject to Section 12.4, the right of set-off) with respect to any and all moneys owing by the Borrower and Holdings to such Lender by reason thereof participation, as fully as if such Lender had made a Loan directly to were the direct creditor of Borrower in the amount of such participation. No Lender shall exercise any set-off, banker's lien, or other similar right, in respect of any Obligations without the prior written approval of Agent.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller 116 117 of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Partyright under the Credit Documents, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (but excluding any sale as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or participation reduction of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans aggregate amount of any principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement, it then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent, Paying Agent and each Lender of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount recovery of the Loans and participations in Loans held by each Lender such Aggregate Amounts Due shall be shared by the applicable Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was them pursuant to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthis Agreement; provided, howeverif 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, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of AXELs made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the AXEL Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to that Lender hereunder or under the other AXEL Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that The Purchasers hereby agree among themselves that, except as otherwise expressly provided herein, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of the Notes made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lienLien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 fees and other amounts then due and owing to such Purchaser hereunder or under the other Note Documents (collectively, the “Aggregate Amounts Due” to such Purchaser) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Purchaser in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be Aggregate Amounts Due to such other Purchaser, then the Purchaser receiving such proportionately less than the unpaid principal portion of the Loans of any other Lender, it greater payment shall (a) notify the Administrative Agent and each other Purchaser of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Purchasers so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Purchasers in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Purchaser is thereafter recovered from such Purchaser upon the bankruptcy or reorganization of any Note Party or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Purchaser ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Each Note Party expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lienLien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings any Note Party to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (excluding voluntary payments made and applied in accordance with this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations or other interests (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation or other interests simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase -------- 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations or other interests shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been or other interests so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation or other interests held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set‑off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.13 shall not be construed to apply to (a) any payment made by Borrower 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 (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees 161 The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or by as adequate protection of a deposit treated as cash collateral under any other means (but excluding any sale Bankruptcy Law, receive payment or participation reduction of its Loans to a Person other than proportion of the Borrower or an Affiliate thereofaggregate amount of principal, which shall be included)interest, obtain payment (voluntary or involuntary) amounts payable in respect of any principal Letters of any Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan as a result of Documents (collectively, the "Aggregate --------- Amounts Due" to such Lender) which the unpaid principal portion of its Loans shall be proportionately less is greater than the unpaid principal portion proportion received by ----------- any other Lender in respect of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all the Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of ChipPAC or Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower Each of ChipPAC and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings ChipPAC or Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 as otherwise provided in the Fee Letter, if it any of them shall, whether by voluntary payment, through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Credit Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or any other security applicable Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or in lieu ofinterest, such secured claim, received by fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Credit Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon or in connection with the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by Borrower or a Lender pursuant to and in accordance with the express terms of this Agreement, (ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it, or (iii) the exchange of any Loans held by a Lender for all or a portion of a new tranche of Loans issued hereunder. For purposes of clause (b) of the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.16 shall be treated as having acquired such participationparticipation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) or Loan(s) (as applicable) with respect to which such Lender received such payment or reduction in Aggregate Amounts Due.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 118 payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided 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 Borrower, any such purchase other Credit Party or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings each other Credit Party expressly consent to the foregoing arrangements arrangement and agree that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under any Bankruptcy Law, 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) --------------------- which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all the Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by -------- such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of ChipPAC or Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower Each of ChipPAC and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings ChipPAC or Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Loan Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash 155 collateral under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcyother Insolvency Laws, insolvency 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 similar law amounts then due and owing to that Lender hereunder or otherwiseunder the other Loan Documents (collectively, or the "Aggregate Amounts Due" to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase -------- 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender Bank agrees with the other Banks that (i) with respect to all amounts received by it which are applicable to the payment of principal of or interest on the Revolving Credit Loans, including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of setoff pursuant to Section 10.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks proportionately in accordance with their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by the exercise of the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Borrower hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Borrower to it shallhereunder with respect to the Revolving Credit Loans, and (b) all amounts otherwise owed by the Borrower to it, and (iii) if any of them shall thereby through the exercise of a any right of counterclaim, set-off, banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law '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 and interest due with respect to the Revolving Credit Loans made by that Bank or any participation therein, or any other amount payable hereunder (collectively, the "Aggregate Amount Due" to such Bank), which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Bank in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay Aggregate Amount Due to such other Lender Bank, then the Bank receiving such proportionately greater payment shall (y) notify each other Bank and the Agent Bank of such receipt and (z) purchase price for, a participation participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the Loans Aggregate Amounts Due to the other Banks so that all recoveries of Aggregate Amounts Due shall be shared by the Banks in proportion to their respective Revolving Credit Facility Pro Rata Shares; provided that if all or part of such other Lenderproportionately greater payment received by such purchasing Bank is thereafter recovered from such Bank, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to that Bank to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements and agree agrees that any Lender holding a participation participant in a respect of any Revolving Credit Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings under this Agreement or the other Loan Documents to such Lender by reason thereof that participant as fully as if such Lender had made that participant were a Loan directly to the Borrower Bank in the amount of such participationparticipation held by that participant.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Loan Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcyother Insolvency Laws, insolvency 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 similar law amounts then due and owing to that Lender hereunder or otherwiseunder the other Loan Documents (collectively, or the "Aggregate Amounts Due" to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Except as otherwise provided herein, the Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off, consolidation or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, including with respect to the Chapter 11 Cases, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Term Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves that, except as otherwise provided herein or in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Partyright under the Credit Documents, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (but excluding any sale as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or participation reduction of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans aggregate amount of any principal, interest, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount recovery of the Loans and participations in Loans held by each Lender such Aggregate Amounts Due shall be shared by the applicable Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was them pursuant to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthis Agreement; provided, howeverif 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, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal the Aggregate Amounts Due to such other Lender hereunder, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of any Loan as the receipt of such payment and (ii) apply a result of which the unpaid principal portion of its Loans such payment to purchase participations (which it shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of 110 such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem hereunder; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set‑off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower 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 (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall notify Administrative Agent and each other Lender of the receipt of such payment and apply a portion of such payment to purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of a Credit Party or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be promptly returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Except as provided in Section 10.6(k), Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lienLien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 Synthetic Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower 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 or the Swiss 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 (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 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 any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Party or otherwise, or by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Each Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall notify Administrative Agent and each other Lender of the receipt of such payment and apply a portion of such payment to purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately -------- greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of a Credit Party or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be promptly returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set- off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify Agent and each other Lender of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the 63 terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff co nsolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower 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 (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. 2.13.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the "Aggregate Amounts Due" to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify Agent and each other Lender of the Administrative Agent receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Chase Co- Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (excluding voluntary payments made and applied in accordance with this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations 119 or other interests (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation or other interests simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any -------- all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations or other interests shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been or other interests so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation or other interests held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower 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 (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it giving effect to the provisions of Section 2.16(h), then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, that if any such purchase or giving effect to the provisions of Section 2.16(h), those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Lenders hereby agree among themselves that, except as otherwise provided in the Fee Letter, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 portion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Credit Party pursuant to and in accordance with the express terms of any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Revolving Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 Revolving Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a Voluntary Prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower 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 (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set‑off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.13 shall not be construed to apply to (a) any payment made by Borrower 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 (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it 146 CREDIT AGREEMENT then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase assignments (which it shall be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly complied with the provisions of subsection 11.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans Against Imports made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaims or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 Documentary Credits, 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment 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 participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, PROVIDED that if any all or part of such purchase 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 or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event counterclaims with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set‑off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set‑off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.11 shall not be construed to apply to (a) any payment made by Borrower 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 (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Transaction Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or under analogous provisions of any other security Debtor Relief Law, receive payment or interest arising fromreduction of a proportion of the aggregate amount of principal, or interest, amounts payable in lieu of, such secured claim, received by respect of fees and other amounts then due and owing to such Lender hereunder or under any applicable bankruptcythe other Transaction Documents (collectively, insolvency or other similar law or otherwise, or the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount Aggregate Amounts Due to them; provided that, if all or part of all Loans then outstanding as such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the principal amount bankruptcy or reorganization of its Loans prior to such exercise of banker’s lienthe Borrower or otherwise, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participation.the participation held by that holder. The provisions of

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower enforcement of any right under the Loan Documents or any other Loan Partyotherwise, or pursuant to as adequate protection of a secured claim deposit treated as cash collateral under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcyother Insolvency Laws, insolvency 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 similar law amounts then due and owing to that Lender hereunder or otherwiseunder the other Loan Documents (collectively, or the "Aggregate Amounts Due" to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify 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 (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from each seller of an assignment simultaneously upon the receipt by such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans seller of its portion of such payment) of the Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such assignments shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding a participation in a Loan deemed to have been purchaser of an assignment so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys owing by the Borrower and Holdings a Lender as to such Lender by reason thereof assignment as fully as if such that Lender had made a Loan directly 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 Borrower 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 the amount of form and substance reasonably satisfactory to each such participationLender.

Ratable Sharing. Each Lender agrees that The Lenders hereby agree among themselves that, except as otherwise provided in the Fee Letter, if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loans made and applied in accordance with the terms of Section 2.14), through the exercise of a any right of set-off or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other GS/Landec – Credit and Guaranty Agreement Lender, it then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Each Credit Party expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff consolidation, set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings such Credit Party to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. The provisions of this Section 2.16 shall not be construed to apply to (a) any payment made by any Credit Party pursuant to and in accordance with the express terms of any Credit Document (including (x) the application of funds arising from the existence of a Defaulting Lender and (y) amounts received by a Lender pursuant to Sections 2.18 or 2.19) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Each Lender agrees Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Chase Co-Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees that Other than as set forth in Section 2.21 hereof, subject to the Intercreditor Agreement, the Lenders hereby agree among themselves 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 it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of a any right of setoff or banker’s lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other Loan Party, or pursuant to a secured claim right under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law 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 such Lender hereunder or under the other Credit Documents (other than payments or reductions received by way of an assignment or participation effected pursuant to Section 10.6) (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) Lender in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Applicable Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, howeverif all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the applicable Borrower or otherwise, that if any such purchase or those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Each Borrower and Holdings expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim or other event with respect to any and all moneys monies owing by the such Borrower and Holdings to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder. Notwithstanding anything to the contrary contained herein, proceeds of Collateral of Foreign Credit Parties shall be applied only to the repayment of Non-US Obligations.

Ratable Sharing. Each Lender agrees The Lenders hereby agree among themselves that if it any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of a any right of set-off or banker’s 's lien, setoff by counterclaim or counterclaim against cross action or by the Borrower or enforcement of any other right under the Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Documents or otherwise, or by any other means (but excluding any sale as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or participation reduction of its Loans to a Person other than proportion of the Borrower or an Affiliate thereofaggregate amount of principal, which shall be included)interest, obtain payment (voluntary or involuntary) amounts payable in respect of any principal Letters of any Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan as a result of Documents (collectively, the "Aggregate --------- Amounts Due" to such Lender) which the unpaid principal portion of its Loans shall be proportionately less is greater than the unpaid principal portion proportion received by ----------- any other Lender in respect of the Loans of any Aggregate Amounts Due to such other Lender, it then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such fact payment and (bii) apply a portion of such payment to purchase participations (which it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Loans of such Aggregate Amounts Due to the other Lender, Lenders so that the aggregate unpaid principal amount all such recoveries of the Loans and participations in Loans held by each Lender Aggregate Amounts Due shall be shared by all the Lenders in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior Aggregate Amounts Due to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventthem; provided, however, provided that if any all or part of such purchase -------- proportionately greater payment received by such purchasing the Lender is thereafter recovered from such Lender upon the bankruptcy, reorganization or insolvency proceeding of Company or otherwise, those purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower and Holdings Company expressly consent consents to the foregoing arrangements arrangement and agree agrees that any Lender holding holder of a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff set-off or counterclaim or other event with respect to any and all moneys monies owing by the Borrower and Holdings Company to such Lender by reason thereof that holder with respect thereto as fully as if such Lender had made a Loan directly to the Borrower in that holder were owed the amount of such participationthe participation held by that holder.

Ratable Sharing. Each Lender agrees The Lenders agree among themselves that if it shall(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, through 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 a the right of setoff or banker’s 's lien, setoff by counterclaim or counterclaim against cross-action or by the Borrower enforcement of any or any other Loan Party, or pursuant to a secured claim under Section 506 all of the Bankruptcy Code Obligations, (ii) if any of them shall by voluntary payment or other security or interest arising fromby the exercise of any right of counterclaim, or in lieu ofsetoff, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law banker's lien or otherwise, or by any other means (but excluding any sale or participation receive payment of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of any Loan as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion proportion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in Loans Obligations held by each it, which is greater than the amount which such Lender is entitled to receive hereunder, the Lender receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and partici- pation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the same proportion such Obligations owed to the aggregate unpaid principal amount of others so that all Loans then outstanding as the principal amount of its Loans prior such recoveries with respect to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventObligations shall be applied ratably in accordance with their Pro Rata Shares; provided, however, that if any all or part of such purchase or excess payment received by the purchasing party is thereafter recovered from it, those purchases or adjustments shall be made rescinded and the purchase prices paid for such participations shall be returned to such party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered15.6 may, such purchase or purchases or adjustments shall be rescinded to the fullest extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may permitted by law, exercise any and all its rights of banker’s lienpayment (including, setoff or counterclaim or other event subject to Section 15.5, the right of setoff) with respect to any and all moneys owing by the Borrower and Holdings to such Lender by reason thereof participation as fully as if such Lender had made a Loan directly to were the direct creditor of the Borrower in the amount of such participation.