Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party either Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrowers expressly consents consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment premium, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees agrees, to the fullest extent that it may do so under applicable law, that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders to the U.S. Borrower agree among themselves, on the one hand, and the Lenders to the Foreign Borrower hereby agree among themselves that themselves, on the other hand, that, except as otherwise provided in the Security Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions 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 payments made with proceeds of Collateral applied as set forth in Section 2.15(d) 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. For the avoidance of doubt, no Lender to the Foreign Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties Company or any of their its Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and any 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 ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower with respect to that holder with respect thereto participation as fully as if that holder were owed a direct creditor of Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of any Loan Document or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation held by that holderin any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby Subject to the last sentence of this Section 10.05, each Bank and each subsequent holder by acceptance of a Revolving Note or a Syndicated Loan agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Syndicated Loans and Revolving Notes and amounts payable in respect of the facility fees, equitable adjustment will be made so that, in effect, all such amounts will be shared among the Banks proportionately to their respective pro rata Shares whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, through by the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Notes and Syndicated Loans, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by any Borrower hereunder or under the Loan Documents Revolving Notes or otherwisethe Syndicated Loans, then the Bank or holder, as the case may be, shall apportion the amount recovered as a result of the exercise of such right in accordance with each Bank's pro rata Share, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set off, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Notes or Syndicated Loans held by the Bank or holder, interest, amounts or any amount payable in respect of facility fees or 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 Lender holder of the Revolving Notes or Syndicated Loans in respect to of the Aggregate Amounts Due aggregate amount of principal and interest due with respect to such other Lenderthe Revolving Notes or Syndicated Loans held by it, or any amount payable hereunder, then the Lender Bank or that holder of the Revolving Notes or Syndicated Loans receiving such proportionately greater payment payments shall (iy) notify each other Bank and the Administrative Agent of the such receipt of such payment and (iiz) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to Revolving Notes or Syndicated Loans held by the other Lenders holders so that all such recoveries of Aggregate Amounts Due principal and interest with respect to the Revolving Notes or Syndicated Loans shall be shared by all Lenders in proportion proportionate to the Aggregate Amounts Due to them; their pro rata Shares provided that, if all or part of such proportionately greater payment received by such purchasing Lender holder is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseholder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that holder to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation in any such Revolving Note or Syndicated Loan so purchased and any other subsequent holder of a participation in any Revolving Note or Syndicated Loan otherwise acquired may exercise any and all rights of banker’s 's lien, set-set off or counterclaim with respect to any and all monies moneys owing by the Credit Parties or any of their Subsidiaries such Borrower to that holder with respect thereto as fully as if that holder were owed a holder of such Revolving Note or Syndicated Loan in the amount of the participation held by that holder. Notwithstanding the foregoing, upon the occurrence and during the continuance of a Potential Event of Default or an Event of Default, the ratable sharing arrangements set forth in this Section 10.05 shall be based on each Bank's pro rata share of all Loans outstanding at such time, rather than on each Bank's pro rata Share.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender from a Borrower hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party such Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees participations in Swing Line Loans, Protective Advances or commitment fees and other amounts then due and Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.21 or 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any “cashless roll” effected in accordance with Section 1.8 or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of facility Letters of Credit and fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with 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 any Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Obligations owing to it.

Ratable Sharing. The Except as otherwise permitted by this Agreement, Lenders hereby agree among themselves that that, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.13 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. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the repayment of Competitive Bid Loans to a particular Competitive Bid Lender and the costs, fees and other payments described in Sections 3.1(g), 5.2(f), and 5.3, Article XIII and Section 14.1) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms hereof)their Pro Rata Shares, through whether received by voluntary payment, by the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of Competitive Bid Loans to a particular Competitive Bid Lender and the costs, fees and other payments described in Sections 3.1(g), 5.2(f), and 5.3, Article XIII and Section 14.1), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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)Obligations held by it, which is greater than the proportion received by any other amount which such Lender in respect is entitled to of the Aggregate Amounts Due to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify the Administrative Agent of the receipt of such payment purchase, without recourse or warranty, an undivided interest and (ii) apply a portion of such payment to purchase (for cash at face value) participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or ) in such other adjustments as shall be equitable, in the Aggregate Amounts Due Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided thatprovided, however, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interestinterest except to the extent the purchasing party is required to pay interest in connection with such recovery. The Credit Parties and each of their Subsidiaries expressly consents to the foregoing arrangement and Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 14.6 may, to the fullest extent permitted by law, exercise any and all its rights of banker’s lien, set-off or counterclaim payment with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Borrower in the amount of the participation held by that holdersuch participation.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of facility Letters of Credit, and fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with 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 any Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrowers to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by any of the Borrowers pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender, or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided that, 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 any Credit Party Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. 130

Ratable Sharing. The Lenders hereby agree among themselves that that, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and each in accordance with the express terms of their Subsidiaries expressly consents to this Agreement or (b) any payment obtained by any Lender as consideration for the foregoing arrangement and agrees that any holder assignment or sale of a participation so purchased may exercise in any and all rights of banker’s lienits Loans or other Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security arising in connection with any cash pooling, netting or set-off or counterclaim with respect to arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holdercredit balances.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeDebtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (ii) 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. For purposes of clause (C) of the definition of “Excluded Taxes”, a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Term Loan to which such participation relates.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees or commitment fees and other amounts then due and participations in Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender in writing of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) 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 any payment made by the Borrower pursuant to Section 2.10(d), 2.13(d) or 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii), (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement or (iv) any payment obtained by any Revolving Lender or Issuing Bank pursuant to and in accordance with the last paragraph of Section 5.02 of the Pledge and Security Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative each Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases to that 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Loan Parties and each of their Subsidiaries expressly consents consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries such Loan Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees participations in Swing Line Loans, Protective Advances or commitment fees and other amounts then due and Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including pursuant to Section 2.22 or 2.23, (ii) any “cashless roll” with respect to any Lender effected in accordance with Section 1.7 or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral 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 facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender of the same Class in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders of the same Class so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders of the same Class in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 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 (other than to Borrower or any of its Subsidiaries (other than pursuant to Section 10.6(i)).

Ratable Sharing. The Subject to the Intercreditor Agreement, the Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if If any of them Lender 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 exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection obtain payment in respect of a deposit treated as cash collateral (a) Obligations due and payable to such Lender hereunder and under the Bankruptcy Code, receive payment or reduction other Credit Documents at such time in excess of a its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then the Obligations due and payable to all Lenders hereunder and under the other Credit Documents at such time) of payments on account of the Obligations due and payable to all Lenders hereunder and under the other Credit Documents at such time obtained by all the Lenders at such time or (b) Obligations owing (but not due and payable) to such Lender hereunder or and under the other Loan Credit Documents at such time in excess of its ratable share (collectively, according to the “Aggregate Amounts Due” proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender), which is greater than Lender at such time to (ii) the proportion received by any other Lender in respect to aggregate amount of the Aggregate Amounts Due Obligations owing (but not due and payable) to all Lenders hereunder and under the other Credit Parties at such time) of payment on account of the Obligations owing (but not due and payable) to all Lenders hereunder and under the other LenderCredit Documents at such time obtained by all of the Lenders at such time, then the Lender receiving such proportionately greater payment proportion shall (ia) notify the Administrative Agent of the receipt of such payment fact, and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller in the Loans and subparticipations in L/C Obligations of a participation simultaneously upon the receipt by such seller of its portion of such payment)other Lenders, or make such other adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion accordance with the aggregate amount of Obligations then due and payable to the Aggregate Amounts Due Lenders or owing (but not due and payable) to them; the Lenders, as the case may be, provided that, : (i) if any such participations or subparticipations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy participations or reorganization of any Credit Party or otherwise, those purchases subparticipations shall be rescinded and the purchase prices price paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest; and (ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of 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), (y) the application of Cash Collateral in accordance with the express terms of this Agreement (including the application of Cash Collateral to the satisfaction of the specific L/C Obligations and other applicable obligations for which the Cash Collateral was so provided), or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations to any assignee or participant, other than an assignment to Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply). The Borrower, on behalf of each Credit Parties and each of their Subsidiaries expressly Party, consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation so purchased pursuant to the foregoing arrangements may exercise any and all against such Credit Party rights of banker’s lien, set-off or setoff and counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such participation as fully as if that holder such Lender were owed a direct creditor of such Credit Party in the amount of the participation held by that holdersuch participation.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby Each Lender and each subsequent holder of any Loan agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Revolving Loans and amounts payable in respect of Letters of Credit and Commitment Fees with respect to the Commitments, equitable adjustment will be made so that, in effect, all such amounts will be shared among Lenders proportionately to their respective Pro Rata Shares of the applicable Revolving Loans or Commitments whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, through by the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Revolving Loans, (ii) if any of them shall exercise any right of counterclaim, setoff, banker's lien or similar right with respect to amounts owed by Borrower hereunder or under the Loan Documents Revolving Loans or otherwisein respect of the Letters of Credit that Lender or holder, as the case may be, shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with all amounts outstanding at such time owed by Borrower to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, setoff, banker's lien or otherwise or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in principal and interest due with respect of facility fees to the Revolving Loans held by the Lender or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectivelyholder, the “Aggregate Amounts Due” to such Lender)amount of any Letter of Credit or any participation therein or any amount payable hereunder, as the case may be, which is greater than the proportion received by any other Lender holder of the Revolving Loans in respect to the aggregate amount of principal and interest due with respect to the Revolving Loans held by it, the amount of any Letter of Credit or any participation therein or any amount payable hereunder that Lender or that holder of the Aggregate Amounts Due to such other Lender, then the Lender Revolving Loans receiving such proportionately greater payment payments shall (ia) notify the each other Lender and Administrative Agent of the such receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to Revolving Loans held by the other holders or Letters of Credit issued by other Lenders so that all such recoveries of Aggregate Amounts Due principal and interest with respect to the Revolving Loans and reimbursement of amounts drawn under or payable with respect to Letters of Credit shall be shared by all Lenders in proportion proportionate to the Aggregate Amounts Due to themtheir respective applicable Pro Rata Shares; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender holder is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseholder, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that holder to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation in any such Revolving Loan or Letter of Credit, as the case may be, so purchased and any other subsequent holder of a participation in any Revolving Loan otherwise acquired may exercise any and all rights of banker’s 's lien, set-off setoff or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed a holder of such a Revolving Loan in the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree Each Bank agrees with the other Bank that (i) with respect to all amounts received by it which are applicable to the payment of principal of or interest on the Term Loans or the Revolving Credit Loans and the Revolving Credit Facility Commitment Fees, 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 themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms hereof)their respective Term Loan Pro Rata Shares, through Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrowers 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 Borrowers to it hereunder with respect to the Term Loans and Revolving Credit Loans, and (b) all amounts otherwise owed by the Borrowers to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Credit Loans and Term Loans made by that Bank or any participation therein, interest, amounts or any other amount payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Amount Due” " to such LenderBank), which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify each other Bank and the Administrative Agent of the receipt Bank of such payment receipt and (iiz) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Term Loan Pro Rata Shares and their respective Revolving Credit Facility Pro Rata Shares; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrowers expressly consents consent to the foregoing arrangement arrangements and agrees agree that any holder participant in respect of a participation so purchased any Term Loan or any Revolving Credit Loan may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrowers to that holder with respect thereto participant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeLaws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (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.

Ratable Sharing. The Lenders hereby agree among themselves themselves, that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries the Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the 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 in accordance with the express terms of this Agreement.

Ratable Sharing. The Term Loan Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, 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 facility fees or commitment fees and other amounts then due and owing to such that Term Loan Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Term Loan Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Term Loan Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other the Term Loan Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Term Loan Lenders in proportion to the Aggregate Amounts Due to them; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Term Loan Lender upon the bankruptcy or reorganization of any Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans AXELs made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the AXEL Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment of, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) AXEL CREDIT AGREEMENT EXECUTION 117 124 in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders Banks hereby agree among themselves that that, if 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 any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such Lender Bank hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), Bank) which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Bank of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Banks in proportion to the Aggregate Amounts Due to them; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender Bank upon the bankruptcy or reorganization of any Credit Party such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Bank ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other LenderLender (other than pursuant to subsection 2.10 with respect to Incremental Term Loans), then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, that (x) 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 Credit Party Borrower or otherwise, those purchases 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, but without interestinterest and (y) and the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or another Loan Document, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holderholder directly by Company.

Ratable Sharing. The Lenders hereby agree Each Bank agrees with the other Bank that (i) with respect to all amounts received by it which are ap-plicable to the payment of principal of or interest on the Revolv-ing Credit Loans and the Revolving Credit Facility Commitment Fees, including, without limitation, all amounts re-ceived by such Bank pursuant to the exercise of the right of setoff pursuant to Section 9.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by the terms hereof), through exer- cise of the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obliga-tions, and (ii) if any of them shall exercise any right under of counter-claim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents 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 hereunder 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 any right of counterclaim, set-off, bank-er's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment pay-ment or reduction of a proportion of the aggregate amount of principalprin-cipal and interest due with respect to the Revolving Credit Loans made by that Bank or any participation therein, interest, amounts or any other amount payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Amount Due” " to such LenderBank), which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify each other Bank and the Administrative Agent of the receipt Bank of such payment receipt and (iiz) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Revolving Credit Facility Pro Rata Shares; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Credit Loan may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto par-ticipant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof Section 2.12), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeDebtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 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 amounts received by a Lender pursuant to Sections 2.16 or 2.17) 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. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, premium, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent Facility Manager and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. 141

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or under Letters of Credit 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 facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents or any amounts payable in respect of Letters of Credit (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off 106 114 or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 144 reorganization of any Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees or commitment fees and other amounts then due and participations in Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off consolidation, set‑off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii) or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGRE- ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. Company, the Lenders and Administrative Agent hereby acknowledge and agree that the provisions of this subsection 10.5 are subject to the provisions of the Intercreditor Agreement. To the extent that any Lender is required pursuant to the provisions of the Intercreditor Agreement to turn over to the Administrative Agent any payments otherwise subject to the provisions of this subsection 10.5, such payments shall not be subject to the provisions of this subsection 10.5.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations assignments (which it shall be deemed to have purchased from each seller of a participation an assignment simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, in ) 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, 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, Arris or any Credit Party other Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder purchaser of a participation an assignment so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect a Lender as to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such assignment as fully as if that holder were owed Lender had complied with the amount provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the participation held by that holderassignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees participations in Swing Line Loans, Protective Advances or commitment fees and other amounts then due and Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including pursuant to Section 2.22 or 2.23 or any Extension Agreement or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that that, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by the 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. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment payment, and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, then those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations partici pations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries $1,100,000,000 CREDIT AGREEMENT 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 any Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties Borrower and each of their its Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties Borrower or any of their its Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and amounts payable in respect of facility fees participations in Swing Line Loans, Protective Advances or commitment fees and other amounts then due and Letters of Credit owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Each Credit Parties and each of their Subsidiaries Party expressly consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off consolidation, set‑off or counterclaim with respect to any and all monies owing by the such Credit Parties or any of their Subsidiaries Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including pursuant to Section 2.22 or 2.23 or any Extension Agreement or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders Banks hereby agree among themselves that that, if 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 any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such Lender Bank hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), Bank) which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Bank of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Banks in proportion to the Aggregate Amounts Due to them; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender Bank upon the bankruptcy or reorganization of any Credit Party such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Bank ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries each Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves themselves, that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by the 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 in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The A. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees Loans, Unpaid Drawings, Letters of Credit, Fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Borrowers or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrowers expressly consents consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The SUBJECT TO THE TERMS, CONDITIONS AND PROVISIONS OF ARTICLE II AND SECTION 9.03 OF THIS LOAN AGREEMENT, the Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of them shall, whether by voluntary payment the Obligations (other than a voluntary prepayment of Loans made and applied excluding the fees described in accordance with the terms SECTION 2.07 hereof), through equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in proportion to the respective principal amounts of the Loans then outstanding to each Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's US Revolving Credit Commitment to all US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments), whether received by voluntary payment, by the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations (excluding the fees described in SECTION 2.07 hereof) or the Collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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), Obligations held by it which is greater than the proportion received by any other Lender in respect to its ratable share of the Aggregate Amounts Due payments on account of Obligations (excluding the fees described in SECTION 2.07 hereof), determined in proportion to such other the respective principal amounts of the Loans then outstanding to each Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's US Revolving Credit Commitment to all US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments), then the Lender receiving such proportionately greater excess payment shall (i) notify the Administrative Agent of the receipt of such payment purchase, without recourse or warranty, an undivided interest and (ii) apply a portion of such payment to purchase (for cash at face value) participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or ) in such other adjustments as shall be equitable, in the Aggregate Amounts Due Obligations owed to the other Lenders so that all such recoveries with respect to such Obligations shall result in the remaining principal balance of Aggregate Amounts Due shall be shared by all Lenders the Loans then outstanding as to each Lender being in proportion such amounts so as to reflect each said Lender's Pro Rata Share as determined immediately prior to each such recovery (or if no Loans are outstanding, ratably according to the Aggregate Amounts Due respective amount of each Lender's US Revolving Credit Commitment to themall US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments, all as determined immediately prior to each such recovery); provided thatPROVIDED, HOWEVER, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interestinterest except to the extent the purchasing party is required to pay interest in connection with such recovery. The Credit Parties and each of their Subsidiaries expressly consents Borrowers hereby agree that any Lender so purchasing a participation from another Lender pursuant to this SECTION 11.05 may, to the foregoing arrangement and agrees that any holder of a participation so purchased may fullest extent permitted by law, exercise any and all its rights of banker’s lien, set-off or counterclaim payment with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Borrowers in the amount of such participation. For purposes of this SECTION 11.05, neither the participation held Master Agreement nor any Obligations owed by the Borrowers to any Lender in connection with any Foreign Exchange Contracts shall be included as part of the defined term "Obligations" in determining, as set forth above, all amounts that holdershall be shared ratably by and amongst the Lenders.

Ratable Sharing. The Lenders to the U.S. Borrower agree among themselves, the Lenders to the European Borrower hereby agree among themselves that themselves, and the Lenders to the Hong Kong Borrower hereby agree among themselves, that, except as otherwise provided in any Security Document with respect to amounts realized from the exercise of rights with respect to any Collateral, if 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 any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents 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 facility fees or commitment 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and each in accordance with the express terms of their Subsidiaries expressly consents to this Agreement or (b) any payment obtained by any Lender as consideration for the foregoing arrangement and agrees that any holder assignment or sale of a participation so purchased may exercise in any and all rights of banker’s lienits Loans or other Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security arising in connection with any cash pooling, netting or set-off or counterclaim with respect to arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holdercredit balances.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which ) that is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided that, 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 any Credit Party Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. Company, the Lenders and Administrative Agent hereby acknowledge and agree that the provisions of this subsection 10.5 are subject to the provisions of the Intercreditor Agreement. To the extent that any Lender is required pursuant to the provisions of the Intercreditor Agreement to turn over to the Administrative Agent any payments otherwise subject to the provisions of this subsection 10.5, such payments shall not be subject to the provisions of this subsection 10.5.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations partici- pations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeDebtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (ii) 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. For purposes of clause (a)(iii) of Section 2.17, a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Term Loan to which such participation relates.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Loan Parties and each of their Subsidiaries expressly consents consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries such Loan Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 any Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as (x) may otherwise be separately agreed in writing among all of the Lenders and the Agents or, if applicable, in the Agreement Among Lenders, or (y) otherwise provided in this Agreement with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents or under any separate agreement in writing among all of Lenders and the Agents as to any such payment or reduction (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Parent Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Parent Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Parent Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the 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. The Lenders hereby agree among themselves that if 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 any right of set-set off or banker’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeDebtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to their Pro Rata Share of the Aggregate Amounts Due to themDue; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (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. For purposes of clause ((a)(x) of the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Loan(s) or Commitments(s) to which such participation relates.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment payment, and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, then those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of facility Letters of Credit and fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with 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 any Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) 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 (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Obligations owing to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, 144 152 through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Revolving Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” ``AGGREGATE AMOUNTS DUE'' to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatPROVIDED, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off setoff or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts 102 Due” " to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other the Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of facility Letters of Credit and fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), which is ) resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with 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 any Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder.. The provisions of this

Ratable Sharing. The Lenders hereby agree Each Bank agrees with the other Bank 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 and the Revolving Credit Facility Commitment Fees, including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of setoff pursuant to Section 11.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms hereof)their respective Revolving Credit Facility Pro Rata Shares, through whether received by voluntary payment, by the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrowers 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 Borrowers to it hereunder with respect to the Revolving Credit Loans, and (b) all amounts otherwise owed by the Borrowers to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Credit Loans made by that Bank or any participation therein, interest, amounts or any other amount payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Amount Due” " to such LenderBank), which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify each other Bank and the Administrative Agent of the receipt Bank of such payment receipt and (iiz) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Revolving Credit Facility Pro Rata Shares; provided that, PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrowers expressly consents consent to the foregoing arrangement arrangements and agrees agree that any holder participant in respect of a participation so purchased any Revolving Credit Loan may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrowers to that holder with respect thereto participant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in 186 accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations or participating interests (which it shall be deemed to have purchased from each seller of a participation or a participating interest simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations or participating interests shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation or a participating interest so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation or participating interests held by that holder.

Ratable Sharing. The A. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees Loans, Unpaid Drawings, Letters of Credit, Fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. B. Except as otherwise provided in this Agreement, Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of Company in respect of any Obligations hereunder, Administrative Agent shall distribute such payment to the Lenders entitled thereto (other than any Lender that has consented in writing to waive its Pro Rata Share of any such payment) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. C. Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 10.5A and B shall be subject to (i) Section 2.13 and (ii) the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holderholder directly by Company.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lienLien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other LenderLender (other than pursuant to subsection 2.10 with respect to Incremental Term Loans and subsection 2.11 with respect to Extended Loans), then the Lender receiving such proportionately greater payment shall shall, (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, that (i) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender or L/C Issuer upon the bankruptcy or reorganization of any Credit Party Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender or L/C Issuer ratably to the extent of such recovery, but without interestinterest and (ii) and the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or another Loan Document (including the application of funds arising from the existence of a Non-Funding Lender), or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Usage to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. If a Non-Funding Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to the Administrative Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 2.1D.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or any other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off set‑off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders Holders hereby agree among themselves that that, except as otherwise provided in the Security Instruments with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made Notes purchased and applied in accordance with the terms hereof), through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender Holder hereunder or under the other Loan Note Documents (collectively, the “Aggregate Amounts Due” to such Lender), Holder) which is greater than the proportion received by any other Lender Holder in respect to of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations Notes (which it shall be deemed to have purchased from each seller of a participation Note simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the ratable Aggregate Amounts Due to the other Lenders the Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Holders in proportion to the Aggregate Amounts Due to them; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of any Credit Party the Issuer or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such participations Notes shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Issuer expressly consents to the foregoing arrangement and agrees that any holder Holder of a participation Note so purchased may exercise any and all rights of banker’s lien, set-set off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Issuer to that holder Holder with respect thereto as fully as if that holder Holder were owed the amount of the participation Note held by that holder▇▇▇▇▇▇.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codeapplicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender from Borrower hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts DueDue From Borrower” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due From Borrower then due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due From Borrower then due to the other Lenders so that all such recoveries of Aggregate Amounts Due From Borrower then due shall be shared by all Lenders in proportion to the Aggregate Amounts Due From Borrower then due to themthem (as calculated prior to such recovery); provided that, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. 71 SAFEWAY TERM CREDIT AGREEMENT

Ratable Sharing. The Lenders hereby agree Each 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 and the Term 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 themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms hereof)their respective Revolving Credit Facility Pro Rata Shares and Term Loan Pro Rata Shares, through whether received by voluntary payment, by the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents 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 hereunder with respect to the Revolving Credit Loans and the Term Loans, and (b) all amounts otherwise owed by the Borrower to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Credit Loans and the Term Loans made by that Bank or any participation therein, interest, amounts or any other amount payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “"Aggregate Amounts Amount Due” " to such LenderBank), which is greater than the proportion received by any other Lender Bank in respect to of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify each other Bank and the Administrative Agent of the receipt Bank of such payment receipt and (iiz) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Revolving Credit Facility Pro Rata Shares and Term Loan Pro Rata Shares; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Credit Loan and any Term Loan may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto participant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Revolving Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Revolving Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatPROVIDED, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.11 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express provisions hereof (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of 147 EXECUTION such payment), or such other adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them 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 any right of set-set- off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Fee Letter, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Each Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection adequateprotection of a deposit treated as cash collateral under the Bankruptcy CodeCode 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 facility fees or commitment fees interest and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.13 shall not be construed to apply to (a) any payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement or the Fee Letter 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 in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that, that if all or part of such proportionately greater payment received by such purchasing the Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of any Credit Party the Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Except as otherwise expressly provided herein to the contrary, upon the occurrence of an Event of Default, Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms hereof)their Pro Rata Shares, through the exercise of any right of set-off or banker’s lienwhether received by voluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, or the Collateral, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or 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), Obligations held by it which is greater than the proportion received by any other Lender in respect to its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender one receiving such proportionately greater excess payment shall (i) notify the Administrative Agent of the receipt of such payment purchase, without recourse or warranty, an undivided interest and (ii) apply a portion of such payment to purchase (for cash at face value) participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment), or ) in such other adjustments as shall be equitable, in the Aggregate Amounts Due Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided thatprovided, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest. The Credit Parties and each of their Subsidiaries expressly consents interest except to the foregoing arrangement and agrees extent the purchasing party is required to pay interest in connection with such recovery. Borrowers agree that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 9.13 may, to the fullest extent permitted by law, exercise any and all its rights of banker’s lien, set-off or counterclaim payment with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of Borrowers in the amount of such participation. No Lender shall exercise any setoff, banker's lien or other similar right in respect to any Obligations without the participation held prior written approval by that holderAgent Bank.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the 151 Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment the Letters of Credit and the IRB Reimbursement Agreement, fees and other amounts then due and owing to such 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 Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party Borrower or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such Lender hereunder or under the other Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender), which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, 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 Credit Party the Borrower or otherwise, those purchases 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, but without interest. The Credit Parties Borrower and each of their its Subsidiaries expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties Borrower or any of their its Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Term Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or under any other Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to such that Lender from Company hereunder or under the other Term Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE FROM COMPANY" to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due From Company to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due From Company to the other Lenders so that all such recoveries of Aggregate Amounts Due From Company shall be shared by all Lenders in proportion to the Aggregate Amounts Due From Company to them; provided that, 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 Credit Party Company or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if If any of them Lender 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 exercising any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of, premium, if any, or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees its Loans and accrued interest thereon or 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 obligations greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment proportion shall (ia) notify the Administrative Agent of the receipt of such payment fact, and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller in the Loans and such other obligations of a participation simultaneously upon the receipt by such seller of its portion of such payment)other Lenders, or make such other adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that, provided: (i) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any Credit Party or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by the BorrowersBorrower 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or Participant, other than to the BorrowersBorrower or any of the Restricted Subsidiaries (as to which the provisions of this Section shall apply). The Each Credit Parties and each of their Subsidiaries expressly Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation so purchased pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of banker’s lien, set-off or setoff and counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries to that holder with respect thereto such participation as fully as if that holder such Lender were owed a direct creditor of each Credit Party in the amount of the participation held by that holdersuch participation.

Ratable Sharing. The Lenders hereby agree among themselves that if 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 any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Loan Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender), ) which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed 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 adjustments as shall be equitable, ) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, 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 Credit a Account Party or otherwise, those purchases 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, but without interest. The Credit Parties and each of their Subsidiaries Account Party expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by the Credit Parties or any of their Subsidiaries Account Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. Notwithstanding anything to the contrary contained herein, the provisions of this Section 2.11 shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting Lenders as opposed to Defaulting Lenders.