Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest.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, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

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

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross cross-action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and the Revolving Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 2.17 shall not be construed to apply to (1a) any payment made by the any 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 (2b) 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 that, except as otherwise provided in the Fee Letter, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion portion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off set‑off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 2.16 shall not be construed to apply to (1a) any payment made by the Borrower any Credit Party pursuant to and in accordance with the express terms of this Agreement any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (2b) 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 that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code (or under analogous provisions of any other applicable Debtor Relief LawLaws), receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the a Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.17 shall not be construed to apply to (1a) any payment made by the any 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 (2b) 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 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 Revolving Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other such Lender in respect of the Aggregate Amounts Due would be entitled pursuant to such other Lenderthis Agreement, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent, Paying Agent and each other Lender of the receipt of such payment and (b) 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 the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off setoff or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lienLien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 LenderLender hereunder, then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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 themthem hereunder; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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, consolidationLien, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a voluntary payment or prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction Loan Documents (collectively, the “Aggregate Amounts Due” 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 shall, unless such proportionately greater payment is required by the terms of this Agreement, (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that (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 the Borrower 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. The Borrower expressly consents to interest and (ii) the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower Company pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any a Lender as consideration for the assignment (other than an assignment pursuant to this subsection 10.5) of or the sale of a participation in any of its Loans Obligations to any Eligible Assignee or other Obligations owed Participant pursuant to itsubsection 10.1(b). Company expressly consents to the foregoing arrangement and agrees that any purchaser of an assignment so purchased may exercise any and all rights of a Lender as to such assignment as fully as if that Xxxxxx had complied with the provisions of subsection 10.1(b) with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the assignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of commitment fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Loan Documents (collectively, the “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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) ), or such other adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower and each of 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE" to such Lender) that which 165 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if -------- all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations make Loans (which it shall be deemed to have purchased made from each seller of a participation Lender simultaneously upon the receipt by such seller Lender of its portion of such payment) in the ratable Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases payments to that extent shall be rescinded and the purchase prices paid for amount of such participations Loans 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 Lender may exercise any and all rights of banker’s lien, consolidation, set-set off or counterclaim with respect to any and all monies owing by the Borrower to that holder Lender with respect thereto as fully as if that holder Lender were owed the amount of the participation held Loan made by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Chase Co-Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien's Lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; 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 Borrowers 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 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, consolidation's Lien, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Fee Letter, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion portion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 2.16 shall not be construed to apply to (1a) any payment made by the Borrower any Credit Party pursuant to and in accordance with the express terms of this Agreement any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (2b) 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 Other than as set forth in Section 2.21 hereof, subject to the Intercreditor Agreement, the Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off setoff or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of: Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (other than payments or reductions received by way of an assignment or participation effected pursuant to Section 10.6) (collectively, the “Aggregate Amounts Due” to such Lender) 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 (ai) notify the Administrative Applicable Agent and each other Lender of the receipt of such payment and (bii) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the applicable Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off setoff or counterclaim with respect to any and all monies owing by the such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions Notwithstanding anything to the contrary contained herein, proceeds of this Section 2.12 Collateral of Foreign Credit Parties shall not be construed applied only to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms repayment of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to itNon-US Obligations.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment Voluntary Prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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, 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, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Fee Letter, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loans made and applied in accordance with the terms hereofof Section 2.14), 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 Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other GS/Landec – Credit and Guaranty Agreement Lender, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower any Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Each Credit Party expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower such Credit Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.16 shall not be construed to apply to (1a) any payment made by the Borrower any Credit Party pursuant to and in accordance with the express terms of this Agreement any Credit Document (including (x) the application of funds arising from the existence of a Defaulting LenderLender and (y) amounts received by a Lender pursuant to Sections 2.18 or 2.19) or (2b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms hereof)their Pro Rata Shares, through whether received by voluntary payment, by the exercise of any the right of set-off setoff or banker’s 's lien, by counterclaim or cross cross-action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right under the Transaction Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations partici- pation (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 themaccordance with their Pro Rata Shares; provided thatprovided, however, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interestinterest except to the extent the purchasing party is required to pay interest in connection with such recovery. The Borrower expressly consents to the foregoing arrangement and 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, consolidationsubject to Section 15.5, set-off or counterclaim the right of setoff) with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to itsuch 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 shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately -------- greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower a Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be promptly returned to such purchasing Lender ratably to the extent of such recovery, 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 holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans Against Imports made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim counterclaims or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Documentary Credits, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; 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 Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim counterclaims with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree Each Bank agrees with the other Banks that (i) with respect to all amounts received by it which are applicable to the payment of principal of or interest on the Revolving Credit Loans, including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of setoff pursuant to Section 10.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms hereof)their respective Revolving Credit Facility Pro Rata Shares, through whether received by voluntary payment, by the exercise of any the right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Transaction 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, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, 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 fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Documents (collectively, the “"Aggregate Amounts Amount Due” " to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (ay) notify the Administrative Agent and each other Lender of Bank and the receipt Agent Bank of such payment receipt and (bz) 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 themtheir respective Revolving Credit Facility Pro Rata Shares; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Credit Loan may exercise any and all rights of banker’s 's lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower under this Agreement or the other Loan Documents 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to itparticipant.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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, 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, consolidation, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein or in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other such Lender in respect of the Aggregate Amounts Due would be entitled pursuant to such other Lenderthis Agreement, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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 the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off setoff or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower a Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be promptly returned to such purchasing Lender ratably to the extent of such recovery, 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, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders Purchasers hereby agree among themselves that that, except as otherwise expressly provided herein, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans the Notes made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lienLien, by counterclaim or cross action or by the enforcement of any right under the Transaction Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender Purchaser hereunder or under the other Transaction Note Documents (collectively, the “Aggregate Amounts Due” to such LenderPurchaser) that which is greater than the proportion received by any other Lender Purchaser in respect of the Aggregate Amounts Due to such other LenderPurchaser, then the Lender Purchaser receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender Purchaser of the receipt of such payment and (b) 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 Purchasers so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Purchasers in proportion to the Aggregate Amounts Due to them; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender Purchaser is thereafter recovered from such Lender Purchaser upon the bankruptcy or reorganization of the Borrower any Note Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Purchaser ratably to the extent of such recovery, but without interest. The Borrower Each Note Party expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidationLien, set-off or counterclaim with respect to any and all monies owing by the Borrower any Note Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. 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 63 terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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, 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, consolidationco nsolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. 2.13.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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 holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Chase Co- Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Chase Co-Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off set‑off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.11 shall not be construed to apply to (1a) 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 (2b) 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 that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-set- off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “"Aggregate Amounts Due” " to such Lender) that which is greater than the proportion received by any other such Lender in respect of the Aggregate Amounts Due would be entitled pursuant to such other Lenderthis Agreement, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent, Paying Agent and each other Lender of the receipt of such payment and (b) 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 the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off setoff or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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, 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, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.of

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the any Bankruptcy Code or under analogous provisions of any other 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 and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by -------- such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower ChipPAC or Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Each of ChipPAC and 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 the Borrower ChipPAC or Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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, 146 CREDIT AGREEMENT then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower 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. The Borrower 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral Cash Collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off set‑off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.13 shall not be construed to apply to (1a) 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 (2b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; 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, 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 holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. 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 or as otherwise provided in the Fee Letter, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, 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 Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other applicable Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon or in connection with the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.16 shall not be construed to apply to (1i) any payment made by the Borrower or a Lender pursuant to and in accordance with the express terms of this Agreement Agreement, (including the application of funds arising from the existence of a Defaulting Lender) or (2ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it, or (iii) the exchange of any Loans held by a Lender for all or a portion of a new tranche of Loans issued hereunder. For purposes of clause (b) of the definition of “Excluded Taxes,” a Lender that acquires a participation pursuant to this Section 2.16 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) or Loan(s) (as applicable) with respect to which such Lender received such payment or reduction in Aggregate Amounts Due.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts 118 payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Borrower, 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. The 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The AMOUNTS OWED BY COMPANY. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof)payment, by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender from Company hereunder or under the other Transaction Loan Documents (collectively, the “Aggregate Amounts Due” "AGGREGATE AMOUNTS DUE FROM COMPANY" to such Lender) that which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due From Company to such other Lender, then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) apply a portion of such payment to 133 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 Company to the other Lenders so that all such recoveries of Aggregate Amounts Due From Company shall be shared by all Lenders in proportion to the Aggregate Amounts Due From Company to them; provided that, that if all or part of such proportionately greater payment -------- received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary or mandatory payment (other than a voluntary payment or prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 shall, unless such proportionately greater payment is required by the terms of this Agreement, (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that (A) if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower any 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. The Borrower expressly consents to interest and (B) the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.by

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash 155 collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower 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. The Borrower 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off set‑off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral Cash Collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder (other than a mandatory prepayment declined by a Lender pursuant to Section 2.8(b)) or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off set‑off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.13 shall not be construed to apply to (1a) 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 (2b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief Lawthe Swiss Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or 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. The 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Revolving Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction Revolving 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The 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 hereof), 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 Transaction 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 or under analogous provisions of any other Debtor Relief LawCode, 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 fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Documents (collectively, the “Aggregate Amounts Amount Due” to such Lender) that Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (ay) notify the Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (bz) 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 themtheir respective Pro Rata Shares; provided that, 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 the Borrower or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. The Borrower 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, consolidationset-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 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. The provisions Notwithstanding anything contained herein to the contrary, immediately upon the occurrence of this Section 2.12 shall not be construed an Event of Default, acceleration of the Secured Obligations and/or termination, the Banks hereby absolutely and unconditionally agree to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) purchase or (2) any payment obtained by any Lender sell, as consideration for the assignment or sale of a applicable, such participation in any 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 its Loans or other Obligations owed to itall such Advances.

Ratable Sharing. The Except as provided in Section 10.6(k), Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lienLien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Synthetic Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower 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. The Borrower 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Except as otherwise provided herein, the Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off off, consolidation or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, including with respect to the Chapter 11 Cases, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 2.14 shall not be construed to apply to (1x) 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 (2y) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Term Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive any Collateral or proceeds thereof or payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Borrowers or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Borrowers 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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, giving effect to the provisions of Section 2.16(h), then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, giving effect to the provisions of Section 2.16(h), 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, 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-set off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction 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 (a) notify the Administrative Agent and each other Lender of the receipt of such payment and (b) 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; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-set off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a excluding voluntary prepayment of Loans payments made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) apply a portion of such payment to purchase participations or other interests (which it shall be deemed to have purchased from each seller of a participation or other interests 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; provided that, that if all or part of such -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations or other interests shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Company expressly consents to the foregoing arrangement and agrees that any holder of a participation or other interests 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 Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation or other interests held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 LenderLender hereunder, then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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 110 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 themthem hereunder; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of 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 holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such -------- proportionately greater payment received by such purchasing the Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. 161 The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the any Bankruptcy Code or under analogous provisions of any other 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 and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such -------- proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of the Borrower ChipPAC or Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Each of ChipPAC and 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 the Borrower ChipPAC or Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a excluding voluntary prepayment of Loans payments made and applied in accordance with the terms hereofthis Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) apply a portion of such payment to purchase participations 119 or other interests (which it shall be deemed to have purchased from each seller of a participation or other interests 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; provided that, that if -------- all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations or other interests shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower Company expressly consents to the foregoing arrangement and agrees that any holder of a participation or other interests 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 Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation or other interests held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Subject to Sections 11.3 and 11.4, Lenders hereby agree among themselves that if any (a) with respect to all amounts received by them which are applicable to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms hereof)their Pro Rata Shares, through whether received by voluntary payment, by the exercise of any a right of set-off or banker’s 's lien, by counterclaim or cross action action, or by the enforcement of any or all of the Obligations or the Loan Documents; and (b) if any of them shall by voluntary payment or by the exercise of any right under the Transaction 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 or under analogous provisions of any other Debtor Relief Law, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Documents (collectively, the “Aggregate Amounts Due” to such Lender) that Obligations held by it which is greater than the proportion received by any other Lender in respect its Pro Rata Share of the Aggregate Amounts Due to such other Lenderpayments on account of the Obligations, then the Lender receiving such proportionately greater excess payment shall (a) notify the Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (b) 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 of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided thatprovided, that if all or part of such proportionately greater excess payment received by such the purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwiseit, 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 necessary to adjust for such recovery, but without interest. The Borrower expressly consents interest except to the foregoing arrangement and extent the purchasing Lender is required to pay interest in connection with such recovery. Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 11.14 may, to the fullest extent permitted by law, exercise any and all of its rights of banker’s lienpayment (including, consolidationsubject to Section 12.4, the right of set-off or counterclaim off) with respect to any and all monies owing by the Borrower to that holder with respect thereto such participation, as fully as if that holder such Lender were owed the direct creditor of Borrower in the amount of the participation held by that holdersuch participation. The provisions of this Section 2.12 No Lender shall not be construed to apply to (1) exercise any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans set-off, banker's lien, or other similar right, in respect of any Obligations owed to itwithout the prior written approval of Agent.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawInsolvency Legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to such Lender hereunder or under the other Transaction Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) that which is greater than the proportion received by any other such Lender in respect of the Aggregate Amounts Due would be entitled pursuant to such other Lenderthis Agreement, then the Lender receiving such proportionately greater payment shall (a) notify the Administrative Facility Agent, the Verification Agent and each other Lender the Class B Agent of the receipt of such payment and (b) 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 the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided thatprovided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s lien, consolidation, set-off setoff or counterclaim with respect to any and all monies owing by the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 107 115 respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Borrowers 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 Borrowers expressly consents consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker’s 's lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) apply a portion of such payment to purchase participations assignments (which it shall be deemed to have purchased from each seller 116 117 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower 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. The Borrower 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans AXELs made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction AXEL Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of of, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction AXEL 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect to any and all monies owing by the 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. The provisions of this Section 2.12 shall not be construed to apply to (1) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (2) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereofof this Agreement), by realization upon security, through the exercise of any right of set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Transaction Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code or under analogous provisions of any other Debtor Relief LawCode, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such that Lender hereunder or under the other Transaction 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 (ai) notify the Administrative Agent and each other Lender of the receipt of such payment and (bii) 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; provided that, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The 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, consolidation, set-off or counterclaim with respect a Lender as to any and all monies owing by the 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. The assignment provisions of this Section 2.12 shall not be construed set forth above), each purchasing Lender and each selling Lender agree to apply to (1) any payment made by enter into an Assignment Agreement at the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence request of a Defaulting selling Lender or a purchasing Lender) or (2) any payment obtained by any Lender , as consideration for the assignment or sale of a participation case may be, in any of its Loans or other Obligations owed form and substance reasonably satisfactory to iteach such Lender.