Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunder; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. Lenders hereby agree among themselves Each Lender agrees that if any of them it shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any a right of set-off or banker's ’s lien, setoff or counterclaim against Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by counterclaim or cross action such Lender under any applicable Bankruptcy Law, or by the enforcement any other means (but excluding any sale or participation of any right under the its Loan Documents to a Person other than Borrower or otherwisean Affiliate thereof, which shall be included), obtain payment (voluntary or as adequate 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 involuntary) in respect of Letters any principal of Creditor interest on any Credit Extension as a result of which the unpaid principal portion of its Credit Extensions shall be proportionately less than the unpaid principal portion of the Credit Extensions of any other Lender, fees it shall (a) notify Agent of such fact and (b) be deemed simultaneously to have purchased from such other amounts then due Lender at face value, and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" shall promptly pay to such Lender) that is greater than the proportion received by any other Lender the purchase price for, a participation in respect the Credit Extensions of the Aggregate Amounts Due to such other Lender, then so that the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender aggregate unpaid principal amount of the receipt of such payment Credit Extensions and (ii) apply a portion of such payment to purchase participations (which it held by each Lender 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) 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 same proportion to the Aggregate Amounts Due aggregate unpaid principal amount of all Credit Extensions then outstanding as the principal amount of its Credit Extensions prior to them hereundersuch exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Credit Extensions outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; PROVIDED provided, however, that if all any such purchase or part of purchases or adjustments shall be made pursuant to this Section 1.10 and the payment giving rise thereto shall thereafter be recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy purchase or reorganization of Borrower purchases or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. Borrower The Loan Parties expressly consents consent to the foregoing arrangement arrangements and agrees agree that any holder of Lender holding a participation in the Term Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim or other event with respect to any and all monies moneys owing by Borrower the Loan Parties to that holder with respect thereto such Lender by reason thereof as fully as if that holder were owed such Lender had made a Term Loan directly to Borrower in the amount of the participation held by that holder. 130such 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’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 Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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-consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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)(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 Loan to which such participation relates. Section 2.15

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative each Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of any 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. 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 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. 130The 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 of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’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 Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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-consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this Section 2.18 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 as in effect from time to time (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 Term Loans or other Obligations owed to it. For purposes of clause (a)(iii) of Section 2.21, a Lender that acquires a participation pursuant to this Section 2.18 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company or any of 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. 130.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral Cash Collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender of the same Class in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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. 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, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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. Lenders Note Holders 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 of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or any similar Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender Note Holder hereunder or under the other Loan Note Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderNote Holder) that which is greater than the proportion received by any other Lender Note Holder in respect of the Aggregate Amounts Due to such other LenderNote Holder, then the Lender Note Holder receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender Note Holder of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due to the other Lenders Note Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Note Holders in proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender Note Holder is thereafter recovered from such Lender Note Holder upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement Issuer or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Note Holder ratably to the extent of such recovery, but without interest. Borrower Issuer 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 Borrower Issuer 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 if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 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. 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 of this Agreement)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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower Holdings or otherwise (and whether by litigation, demand, settlement any of its Subsidiaries 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. Borrower Each of Holdings and 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 lien, set-off or counterclaim with respect to any and all monies owing by Borrower Holdings or any of 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. 130.

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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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. Borrower The Loan Parties 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 lien, set-off or counterclaim with respect to any and all monies owing by Borrower 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. 130.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 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. 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 any Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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. 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 of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off setoff or banker'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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender holder of the Revolving Notes or Syndicated Loans in respect 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 and each other Lender of the receipt of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 hereunder; PROVIDED that 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)holder, 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. 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 lien, set-set off or counterclaim with respect to any and all monies moneys owing by 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. 130Notwithstanding 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 Revolving Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Revolving Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeLaw, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Revolving Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 participations (which it shall be deemed to have purchased from each Lender that is deemed to be the seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders 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 hereundereach of them, respectively; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise (and whether by litigationotherwise, demand, settlement or otherwise), those the foregoing purchases of participations shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Lender(s) ratably to the extent of such recovery, but without interest. 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Creditpremium, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower Company 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. 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 of this Agreement)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 Letters of Credit, fees and other amounts then due and owing to that Lender from a Borrower hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; 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 such 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. 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 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. 130.

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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, facility fees or commitment fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that ), which is greater than the proportion received by any other Lender in respect 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 hereunderthem; 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 Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower 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. 130.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED 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 either 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. Borrower 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 lien, set-off or counterclaim with respect to any and all monies owing by Borrower Borrowers 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and any other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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 holder. 130in any of its Loans or other Obligations owed to it.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Loans, Unpaid Drawings, Letters of Credit, fees Fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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 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 of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their Pro Rata Shares; PROVIDED provided, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The 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 Borrower 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 holder. 130such 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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 Letters of Credit, and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that 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 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) 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 hereunderthem; 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 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. Borrower The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrower the 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. 130The 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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 Letters of Credit, Credit and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that 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 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) 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 hereunderthem; 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 the 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 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, consolidation, set-off or counterclaim with respect to any and all monies (other than monies comprising salaries and wages, workers compensation, tax, trust and similar funds) owing by the 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. 130The 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 pursuant to Sections 2.10(b), 2.18, 2.19, 2.20, 2.22, 10.2 and 10.3, 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other LenderLender hereunder, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunder; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each 126 134 other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 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 provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower expressly consents pursuant to and in accordance with the foregoing arrangement and agrees that express terms of this Agreement or (b) any holder payment obtained by any Lender as consideration for the 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130credit balances.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately -------- greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130141

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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. 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 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 if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 5.2(f) and ARTICLE XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross action crossaction or by the enforcement of any or all of the Obligations (excluding the amounts described in SECTION 5.2(f) and ARTICLE XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their Pro Rata Shares; PROVIDED PROVIDED, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this SECTION 15.6 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lienpayment (including, set-off or counterclaim subject to SECTION 15.5, the right of setoff) with respect to any and all monies owing by Borrower 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 holder. 130such 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 Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’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 Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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-consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunder; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately -------- greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130Company, 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off set‑off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement any 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. Borrower The Companies 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 consolidation, set‑off or counterclaim with respect to any and all monies owing by Borrower the Companies to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by any Credit Party pursuant to and in accordance with the express terms of any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Lenders hereby agree among themselves Each Bank agrees with each other Bank that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Revolving Loans and amounts payable in respect of the Letters of Credit or commitment fees, whether including, without limitation, all amounts received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through such Bank pursuant to the exercise of any the right of set off pursuant to Section 8.2 hereof, 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, by the exercise of the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrower hereunder or in respect of the Letters of Credit, 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 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 principal, interest, principal and interest due with respect to the Revolving Loans made by that Bank or amounts payable in respect of Letters any Letter of CreditCredit or any participation therein, fees and or any other amounts then due and owing to that Lender amount payable hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 them hereundertheir respective Pro Rata Shares; PROVIDED 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)Bank, 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 Borrower expressly consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Loan may exercise any and all rights of banker'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 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 holder. 130participant.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans the Term Loan made and applied in *** Certain confidential information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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-set off or counterclaim with respect to any and all monies owing by Borrower Company 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 if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130.

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 of 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 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. 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 any 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. Lenders The Banks 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 of this Agreement)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 Letters of Credit, fees and other amounts then due and owing to that Lender Bank hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" Aggregate --------- Amounts Due") to such LenderBank) that which is greater than the proportion received by any ----------- other Lender Bank in respect of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender Bank of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED provided that -------- 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 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 Bank ratably to the extent of such recovery, but without interest. Borrower The Borrowers 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 Borrower the Borrowers 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. Lenders hereby agree among themselves 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this Section 2.14 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 Term Loans or other Obligations owed to it in accordance with the express terms of this Agreement.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codeany applicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 194 203 proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. 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 a 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. 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 of this Agreement)their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker's 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Administrative Bank of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 in proportion to the Aggregate Amounts Due to them hereunder; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130by

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the 149 aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunder; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 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 to the U.S. Borrower agree among themselves, on the one hand, and the Lenders to the European 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off set‑off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 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 provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower expressly consents pursuant to and in accordance with the foregoing arrangement and agrees that express terms of this Agreement or payments made with proceeds of Collateral applied as set forth in Section 2.15(e) or (b) any holder payment obtained by any Lender as consideration for the assignment or sale of a participation so purchased may exercise in any of its Loans or other Obligations owed to it. For the avoidance of doubt (a) no Lender to the European Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17 and all rights (b) the provisions of banker's lienthis 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130credit balances.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such 152 purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower Holdings, Company or otherwise (and whether by litigation, demand, settlement any other Loan Party 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. 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 Borrower 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 11.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the participation held by that holder. 130assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Subject to Article II hereof, the Lenders hereby agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 2.05) hereof, 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 any no Loans are outstanding, ratably according to the respective amount of them shalleach Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan #1 140 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments), whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 2.05 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its ratable share of the Aggregate Amounts Due payments on account of Obligations (excluding the fees described in Section 2.05 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 Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan #1 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments), then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such 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 Revolving Credit Commitment to them hereunderall Revolving Credit Commitments and each Lender's Term Loan #1 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments, as determined immediately prior to each such recovery); PROVIDED provided, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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. Borrower expressly consents interest except to the foregoing arrangement and agrees extent the purchasing party is required to pay interest in connection with such recovery. The Co-Borrowers agree that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 11.05 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 Borrower to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Co-Borrowers in the amount of such participation. For purposes of this Section 11.05, the participation held by Swap Agreement shall not be included as part of the defined term "Obligations" in determining, as set forth above, all amounts that holder. 130shall be shared ratably amongst the Lenders.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED that PROVIDED, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. 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 of this Agreement)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 Letters of Credit, fees and other amounts then due and owing to that Lender from a Borrower hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED 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 such 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. 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 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. 130.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 5.2(f), and 5.3 and Article XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their applicable Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's ’s lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in Sections 5.2(f), and 5.3 and Article XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker’s lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their applicable Pro Rata Shares; PROVIDED provided, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The 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 lienpayment (including, set-off or counterclaim subject to Section 14.5, the right of setoff) with respect to any and all monies owing by Borrower 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 holder. 130such participation.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately -------- greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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 Letters of Credit, Credit and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that 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 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) 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 hereunderthem; 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 the 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 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. 130The 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. Lenders The Holders hereby agree among themselves that 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender such Holder hereunder or under the other Loan Note Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderHolder) that which is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) in the ratable Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED that provided that, 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 Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower The Issuer expressly consents to the foregoing arrangement and agrees (i) that any holder Holder of a participation Note so purchased may exercise any and all rights of banker's ’s lien, set-set off or counterclaim with respect to any and all monies owing by Borrower the 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 holderXxxxxx and (ii) to the extent it may effectively do so under applicable law, that any Holder acquiring a participation pursuant to the foregoing arrangements may exercise against the Issuer rights of setoff and counterclaim with respect to such participation as fully as if such Holder were a direct creditor of the Issuer in the amount of such participation. 130The provisions of this Section 2.11 shall not be construed to apply to (A) any payment made by the Issuer pursuant to and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Holder as consideration for the assignment of or sale of a participation in any of its Notes or Obligations to any assignee or participant, other than to the Issuer or any Subsidiary thereof (as to which the provisions of this Section 2.11 shall apply).

Ratable Sharing. Subject to the terms of the Intercreditor Agreement, Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off 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 CodeCode or any other applicable legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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 set‑off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in SECTIONS 5.2(f), and 5.3 and ARTICLE XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the fees described in SECTIONS 5.2(f), and 5.3 and ARTICLE XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their Pro Rata Shares; PROVIDED PROVIDED, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this SECTION 15.6 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lienpayment (including, set-off or counterclaim subject to SECTION 15.5, the right of setoff) with respect to any and all monies owing by Borrower to that holder with respect thereto such 115 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 holder. 130such participation.

Ratable Sharing. 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 of this Agreement)their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker's 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Administrative Bank of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 them hereundertheir respective Revolving Credit Facility Pro Rata Shares; 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)Bank, 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. Borrower The 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 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 Borrower the 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 holder. 130participant.

Ratable Sharing. Except to the extent that this Agreement or any other Loan Document provides for payments to be allocated to a particular Lender or Lenders (including as provided in the Security Documents with respect to amounts realized from the exercise of rights 66 with respect to Liens on the Collateral), 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off 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 Codeany Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees Fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each such other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due to the such other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all applicable Lenders in proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED that provided, (i) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement a 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, and (ii) 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 (including the application of funds arising from the existence of a Defaulting 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 disbursements with respect to Letters of Credit 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 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 set‑off or counterclaim with respect to any and all monies owing by Borrower any Company 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's banker"s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash Cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 banker"s lien, set-off or counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130.

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 of 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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts 102 Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 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 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan 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 Letters of Credit, Credit and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that 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 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) 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 hereunderthem; 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 the 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 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. 130The provisions of this

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED 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 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. Borrower The Borrowers 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 lien, set-off or counterclaim with respect to any and all monies owing by any 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. Lenders hereby The Holders 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 of this Agreement)optional prepayment, by realization upon securitymandatory prepayment, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross 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 principalAccreted Principal Amount, interest, amounts payable in respect of Letters of Creditfees, fees premiums and other amounts (including the Prepayment Premium (if any) then due and owing to that Lender such Holder hereunder or under the other Loan Note Documents in respect of the Notes (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderHolder) that which is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED provided, that 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 Borrower or otherwise (and whether by litigation, demand, settlement the Issuer or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest. Borrower The Issuer 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 Borrower the Issuer to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this Section 3.8 shall not be construed to apply to (a) any payment made by the Issuer pursuant to and in accordance with the express terms of this Agreement, (b) any mandatory prepayment declined by any Holder pursuant to Section 3.5(f) or (c) any payment obtained by any Holder as consideration for the assignment, sale or transfer in any of its Notes or other Obligations owed to it.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(g), then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigationotherwise, demand, settlement or otherwisegiving effect to the provisions of Section 2.16(g), 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. 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 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. Lenders hereby agree among themselves Except as otherwise specifically set forth in this Credit Agreement, including without limitation, in ARTICLE 2 hereof and this SECTION 9.18, each Bank agrees with each other Bank that if any (i) with respect to all amounts received by them which are applicable to the payment of them shallprincipal of or interest on the Warehouse Advances or fees relating thereto including, whether without limitation, all amounts received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through such Bank pursuant to the exercise of any the right of set-off pursuant to this Credit Agreement, equitable adjustment will be made so that all such amounts will be shared among the Banks proportionately to their respective Pro Rata Shares whether received by voluntary payment, by the exercise of the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right or all of the Secured Obligations owed by the Company to the Banks hereunder and under the Loan Documents Notes, and (ii) if any of them shall exercise any right of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Company hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Company to it hereunder, and (b) all amounts otherwise owed by the Company to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts principal and interest due with respect to the Warehouse Advances made by that Bank or any other amount payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (iiz) apply a portion of such payment to purchase 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) in the Aggregate Amounts Amount Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Amount Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to them hereundertheir respective Pro Rata Shares; PROVIDED provided that if all or of part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)Bank, 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. Borrower The Company expressly consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Advance may exercise any and all rights of banker'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 Borrower the Company 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. 130Notwithstanding anything contained herein to the contrary, immediately upon the occurrence of an Event of Default, acceleration of the Secured Obligations and/or termination, the Banks hereby absolutely and unconditionally agree to purchase or sell, as applicable, such participation in the Warehouse Advances, Swing Advances and Excess Advances outstanding as shall be required to assure that each Bank holds its Warehouse Commitment Pro Rata Share of all such Advances.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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. Lenders The Holders hereby agree among themselves that 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codeany Debtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender such Holder hereunder or under the other Loan Note Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderHolder) that which is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall (ia) notify Administrative the Agent and each other Lender Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) in the ratable Aggregate Amounts Due to the other Lenders Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Holders in proportion to the Aggregate Amounts Due to them hereunderthem; PROVIDED that provided that, 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 Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower Each of the Parent and the Issuer expressly consents to the foregoing arrangement and agrees (i) that any holder Holder of a participation Note so purchased may exercise any and all rights of banker's ’s lien, set-set off or counterclaim with respect to any and all monies owing by Borrower the 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 holderXxxxxx and (ii) to the extent it may effectively do so under applicable law, that any Holder acquiring a participation pursuant to the foregoing arrangements may exercise against the Issuer rights of setoff and counterclaim with respect to such participation as fully as if such Holder were a direct creditor of the Issuer in the amount of such participation. 130The provisions of this Section 2.11 shall not be construed to apply to (A) any payment made by the Issuer pursuant to and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Holder as consideration for the assignment of or sale of a participation in any of its Notes or Obligations to any assignee or participant, other than to the Issuer or any Subsidiary thereof (as to which the provisions of this Section 2.11 shall apply).

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 lien, set-off or counterclaim with respect to any and all monies owing by Borrower Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130holder directly by Company.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement the Company 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. Borrower The Company 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 Borrower 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 holder. 130assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's lien, by counterclaim counter claim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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 counter claim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due of the same Class to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunder; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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 157 returned to such purchasing Lender ratably to the extent of such recovery, but without interest. 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 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 if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien’s Lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 the 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 Borrower expressly consents to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien’s Lien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this subsection 10.5 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 terms of this Agreement (including, without limitation, the application of funds arising from the existence of a Defaulting Lender), (y) the application of cash collateral provided for in the proviso in subsection 3.1A(v) or (z) 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, including pursuant to subsection 10.1I.

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 of 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 Letters of Credit, fees and other amounts then due and owing to that Term Loan Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Term Loan Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the 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 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) 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 hereunderthem; PROVIDED provided 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 the 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 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the 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 Letters of Creditof, fees and other amounts then due and owing to that Lender hereunder or under the other AXEL Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of the Letters of CreditCredit and the IRB Reimbursement Agreement, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter 146 recovered from such Lender upon the bankruptcy or reorganization of 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. 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation partic ipation held by that holder. 130.

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 of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations (excluding the repayment of 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 principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their Pro Rata Shares; PROVIDED PROVIDED, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The 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 Borrower 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 holder. 130such 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 the Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED PROVIDED, HOWEVER, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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. Borrower The Loan Parties 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 lien, set-off or counterclaim with respect to any and all monies owing by Borrower 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. 130.

Ratable Sharing. Subject to Section 7.2, 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The 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 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement any 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. Borrower 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 ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrower any Company 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 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’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 Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the 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 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-consolidation, set off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130The provisions of this Section 2.18 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 as in effect from time to time or (b) 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 2.21, a Lender that acquires a participation pursuant to this Section 2.18 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. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Owing” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due Owing to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due Owing to the other Lenders so that all such recoveries of Aggregate Amounts Due Owing shall be shared by all Lenders in proportion to the Aggregate Amounts Due Owing to them hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. Lenders hereby agree among themselves Each Lender agrees that if any of them it shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any a right of set-off or banker's ’s lien, setoff or counterclaim against Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or Amended and Restated Loan and Security Agreement – Domo, Inc. interest arising from, or in lieu of, such secured claim, received by counterclaim or cross action such Lender under any applicable Bankruptcy Law, or by the enforcement any other means (but excluding any sale or participation of any right under the its Loan Documents to a Person other than Borrower or otherwisean Affiliate thereof, which shall be included), obtain payment (voluntary or as adequate 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 involuntary) in respect of Letters any principal of Creditor interest on any Credit Extension as a result of which the unpaid principal portion of its Credit Extensions shall be proportionately less than the unpaid principal portion of the Credit Extensions of any other Lender, fees it shall (a) notify Collateral Agent and Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other amounts then due Lender at face value, and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" shall promptly pay to such Lender) that is greater than the proportion received by any other Lender the purchase price for, a participation in respect the Credit Extensions of the Aggregate Amounts Due to such other Lender, then so that the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender aggregate unpaid principal amount of the receipt of such payment Credit Extensions and (ii) apply a portion of such payment to purchase participations (which it held by each Lender 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) 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 same proportion to the Aggregate Amounts Due aggregate unpaid principal amount of all Credit Extensions then outstanding as the principal amount of its Credit Extensions prior to them hereundersuch exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Credit Extensions outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; PROVIDED provided, however, that if all any such purchase or part of purchases or adjustments shall be made pursuant to this Section 1.10 and the payment giving rise thereto shall thereafter be recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy purchase or reorganization of Borrower purchases or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. Borrower The Loan Parties expressly consents consent to the foregoing arrangement arrangements and agrees agree that any holder of Lender holding a participation in the Term Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim or other event with respect to any and all monies moneys owing by Borrower the Loan Parties to that holder with respect thereto such Lender by reason thereof as fully as if that holder were owed such Xxxxxx had made a Term Loan directly to Borrower in the amount of the participation held by that holder. 130such participation.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other Obligations hereunder resulting in such Lender’s receiving payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment proportion shall (ia) notify the Administrative Agent of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender Obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase participations (which it other adjustments as 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) in the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them hereunder; PROVIDED that aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: 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 Borrower or otherwise (and whether by litigation, demand, settlement 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 the provisions of this Section 12.06 shall not be construed to apply to (A) any payment made by the Company pursuant to and in accordance with the express terms of this Agreement 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 Facility Letters of Credit to any assignee or participant, other than to the Company or any Subsidiary thereof (as to which the provisions of this Section 12.06 shall apply). Borrower expressly The Company 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 against the Company and all each Subsidiary Guarantor rights of banker's lien, set-off or setoff and counterclaim with respect to any and all monies owing by Borrower to that holder with respect thereto such participation as fully as if such Lender were a direct creditor of the Company and each Subsidiary Guarantor in the amount of such participation. Amendments and Waivers. No amendment or modification of any provision of this Agreement or the Notes shall be effective without the written agreement of the Requisite Lenders and the Company, and no termination or waiver of any provision of this Agreement or the Notes, or consent to any departure by the Company therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders, which the Requisite Lenders shall have the right to grant or withhold at their sole discretion; except that holder were owed any amendment, modification, or waiver of any provision of Article I, II or III relating to (i) increasing the Aggregate Commitments to an amount in excess of $300,000,000, (ii) the extension of the Commitment Termination Date, (iii) the reduction of the principal amount of, or the interest rates, applicable to the Loans, (iv) the reduction of the amount of the participation held fees payable pursuant hereto, (v) the definitions of “Requisite Lenders”, “Pro Rata Share” and “Commitment Termination Date”, (vi) the provisions contained in Section 2.05(d), in Section 12.06 and in this Section 12.07, and (vii) any other provision of this Agreement which expressly requires the approval of all Lenders, shall be effective only if evidenced by a writing signed by or on behalf of all Lenders. No amendment, modification, termination or waiver of any provision of any Note shall be effective without the written concurrence of the holder of that holderNote. 130No amendment, modification, termination or waiver of Article III, any other provision of this Agreement relating to Facility Letters of Credit or Letter of Credit Commitments or any provision of any Facility Letter of Credit shall be effective without the written concurrence of each Issuing Bank directly affected thereby. No amendment, modification, termination, or waiver of any provision of Article XI hereof or any other provision referring to the Administrative Agent, the Syndication Agent, the Co-Documentation Agents or the Lead Arranger shall be effective without the written concurrence of the Administrative Agent, the Syndication Agent, the Co-Documentation Agents or the Lead Arranger, as applicable. The Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of that Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on the Company in any case shall entitle the Company to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 12.07 shall be binding on each holder of any Note at the time outstanding, each future holder of any Note, and, if signed by the Company, on the Company.

Ratable Sharing. The Lenders hereby agree among themselves that if any --------------- (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Sections 3.1(g) and 5.3 and Article XIV), 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 of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross cross- action or by the enforcement of any or all of the Obligations (excluding the fees described in Sections -------- 3.1(g), 5.2(f), and 5.3 and Article XIV) or the Collateral, (ii) if ------ ------ --- ----------- any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to them hereunderaccordance with their Pro Rata Shares; PROVIDED provided, 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)it, 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 interest. Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 15.6 may, ------------ to the fullest extent permitted by law, exercise any and all its rights of banker's lienpayment (including, set-off or counterclaim subject to Section 15.5, the right of setoff) with ------------ respect to any and all monies owing by Borrower 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 holder. 130such 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED provided 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 Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower The 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 Borrower the Company 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130holder directly by Company.

Ratable Sharing. 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 the terms of this Agreement)their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise exer- cise of any the right of set-off or banker'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 Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent Bank of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 them hereundertheir respective Revolving Credit Facility Pro Rata Shares; PROVIDED 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 Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)Bank, 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 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 lien, set-off or counterclaim with respect to any and all monies owing by the 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 holder. 130participant.

Ratable Sharing. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower 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 Borrower Company 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. Except as provided otherwise hereunder, 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 of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codeapplicable Insolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and or other amounts then due and owing to that Lender from Borrower hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due From Borrower” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due From Borrower due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due From Borrower then due to the other Lenders Lenders, so that all such recoveries of Aggregate Amounts Due From Borrower shall be shared by all Lenders in proportion to the Aggregate Amounts Due From Borrower then due to them hereunder(as calculated prior to such recovery); PROVIDED provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower 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. 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 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement any 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. Borrower The Companies 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 Borrower the Companies 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. 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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. 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 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. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment through the exercise of any right of counterclaim, setoff, banker’s lien or otherwise (other than a voluntary prepayment of Loans Loans, a mandatory prepayment of Loans, a scheduled repayment of Loans, a payment made under Section 2.10, or a payment made with proceeds of Excluded Securities Collateral (as defined in the Security Agreement) in accordance with the last sentence of Section 7, in each case made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, ) or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees principal and other amounts interest then due and owing with respect to the Loans owed to that Lender, the amount then due to that Lender with respect to the Domestic Overdraft Amount or any Offshore Overdraft Amount or any Letter of Credit or Offshore Revolving Loan or any participation therein, or any fees or commissions payable hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of to the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of the receipt and Administrative Agent of such payment receipt and (iiz) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement or otherwise)Lender, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing that Lender ratably to the extent of such recovery, but without interest. Company and each Borrower expressly consents consent to the foregoing arrangement and agrees that any holder of a participation so purchased and any other subsequent holder of a participation in any Loan or Letter of Credit or the Domestic Overdraft Amount or any Offshore Overdraft Amount 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 Company or such Borrower to that holder with respect thereto as fully as if that holder were owed a holder of such a Loan or Letter of Credit or the Domestic Overdraft Amount or any Offshore Overdraft Amount in the amount of the participation held by that holder. 130.

Ratable Sharing. 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations 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) 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 hereunderthem; PROVIDED provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigationBorrower, demand, settlement any other Credit Party 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. Borrower and each other Credit Party expressly consents consent to the foregoing arrangement and agrees agree 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 Borrower 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 holder. 130assignment 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 to the U.S. Borrower agree among themselves, on the one hand, and the Lenders to the European 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 of this Agreementhereof), by realization upon security, through the exercise of any right of set-off set‑off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (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 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) 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 hereunderthem; PROVIDED 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 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 provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower expressly consents pursuant to and in accordance with the foregoing arrangement and agrees that express terms of this Agreement or payments made with proceeds of Collateral applied as set forth in Section 2.15(e) or (b) any holder payment obtained by any Lender as consideration for the assignment or sale of a participation so purchased may exercise in any of its Loans or other Obligations owed to it. For the avoidance of doubt (a) no Lender to the European Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17 and all rights (b) the provisions of banker's lienthis Section 2.17 are subject NY\5627635.16 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 Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130credit balances.

Ratable Sharing. Lenders hereby agree among themselves Each Lender agrees that if any of them it shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any a right of set-off or banker's ’s lien, setoff or counterclaim against Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by counterclaim or cross action such Lender under any applicable Bankruptcy Law, or by the enforcement any other means (but excluding any sale or participation of any right under the its Loan Documents to a Person other than Borrower or otherwisean Affiliate thereof, which shall be included), obtain payment (voluntary or as adequate 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 involuntary) in respect of Letters any principal of Creditor interest on any Credit Extension as a result of which the unpaid principal portion of its Credit Extensions shall be proportionately less than the unpaid principal portion of the Credit Extensions of any other Lender, fees it shall (a) notify Collateral Agent and Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other amounts then due Lender at face value, and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" shall promptly pay to such Lender) that is greater than the proportion received by any other Lender the purchase price for, a participation in respect the Credit Extensions of the Aggregate Amounts Due to such other Lender, then so that the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender aggregate unpaid principal amount of the receipt of such payment Credit Extensions and (ii) apply a portion of such payment to purchase participations (which it held by each Lender 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) 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 same proportion to the Aggregate Amounts Due aggregate unpaid principal amount of all Credit Extensions then outstanding as the principal amount of its Credit Extensions prior to them hereundersuch exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Credit Extensions outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; PROVIDED provided, however, that if all any such purchase or part of purchases or adjustments shall be made pursuant to this Section 1.10 and the payment giving rise thereto shall thereafter be recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy purchase or reorganization of Borrower purchases or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. Borrower The Loan Parties expressly consents consent to the foregoing arrangement arrangements and agrees agree that any holder of Lender holding a participation in the Term Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim or other event with respect to any and all monies moneys owing by Borrower the Loan Parties to that holder with respect thereto such Lender by reason thereof as fully as if that holder were owed such Xxxxxx had made a Term Loan directly to Borrower in the amount of the participation held by that holder. 130such 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 of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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) 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 hereunderthem; PROVIDED provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Borrower or otherwise (and whether by litigation, demand, settlement 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. Borrower The 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 Borrower the Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. 130.