Common use of Sharing of Recoveries Clause in Contracts

Sharing of Recoveries. (a) Each Bank agrees that (i) if it shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, and (ii) if, as a result of the exercise of a right or the receipt of a secured claim described in clause (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received by any other Bank in respect of the aggregate of such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rata; provided that if all or part of such proportionately greater payment received by the purchasing Bank is thereafter recovered by or on behalf of the Company from such Bank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim.

Sharing of Recoveries. Each Bank agrees that, if, including, but not limited to, as a result of (a) Each Bank agrees that (i) if it shall the exercise of any right of counterclaim, set-off, banker's lien or similar right or if right, (b) its receipt of a secured claim under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Partythe Borrower, including a secured claim deemed secured under 11 U.S.C.A. Sec. 506, (c) the allocation of payments by the Borrower in a manner contrary to the provisions of Section 506 of the Bankruptcy Code1.14 or (d) any other reason, and (ii) if, as a result of the exercise of a right or the receipt of a secured claim described in clause (i) of this Section 13.07 or otherwise, it such Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the other Loan Documents its Notes as principal, interest, interest or fees or expense reimbursements that is greater than the proportion received by any other Bank in respect of the aggregate of such amounts due and payable to such other Bank hereunder and under the other Loan Documentsits Notes, then the Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) in the rights of the other Banks hereunder and under the other Loan Documents their Notes so that all such recoveries with respect to such amounts due and payable hereunder and under all the other Loan Documents Notes held by all of the Banks shall be pro rata; provided that if all or part of such proportionately greater payment received by the purchasing Bank is thereafter recovered by or on behalf of the Company Borrower from such Bank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate), provided further that nothing in this Section 9.06 shall impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower and its Subsidiaries other than the Obligations subject to the sharing provisions of this Section 9.06. Any Bank receiving The Borrower expressly consents to the foregoing arrangements and agrees that any holder of a participation in any rights hereunder or under any such secured claim shall exercise its rights in Note so purchased or acquired pursuant to this Section 9.06 shall, with respect to such participation, be entitled to all of such secured claim in a manner consistent with the rights of a Bank under Sections 7.02, 7.04, 9.02(d) and 9.05 and may exercise any and all rights of set-off with respect to such participation as fully as if the Banks entitled under this Section Borrower was directly indebted to share the holder of such participation for Loans in the benefits amount of any recovery on such secured claimparticipation.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) made pursuant to the terms of any Subsidiary Guaranty (a “Guaranty Payment”) (x) within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or the Borrower or (y) following the acceleration of the 1996 Notes, the 1992 Notes or the Loans or the acceleration of any other Borrower’s Guaranteed Obligation, shall be shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (a) Each Bank agrees that an event described in clauses (ix) if it or (y) above shall exercise have occurred, (b) any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives Creditor shall receive a secured claim, the security for which is Guaranty Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code“Receiving Creditor”), and (iic) ifany other Creditor shall not concurrently receive its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Guaranty Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this (S)2) each Creditor shall have received its Pro Rata Share of the aggregate of Guaranty Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon the receipt of such payment) be and shall be made in the rights consideration of the other Banks hereunder and under purchase for cash at face value, but without recourse, ratably from the other Loan Documents so that all Creditors such recoveries amount of 1996 Notes, 1992 Notes, Loans or Additional Debt Facility, if any, as the case may be, to the extent necessary to cause such Creditor to share such Excess Guaranty Payment with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Guaranty Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered by or on behalf of the Company from such BankReceiving Creditor by any Subsidiary Guarantor (including, such purchases without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Bank price restored as to the extent portion of such recoveryExcess Guaranty Payment so recovered, but without interest (unless interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the purchasing Bank is required Borrower or any Subsidiary Guarantor, the taking of any such action to pay interest on remain within the amount recovered absolute discretion of such Creditor without obligation of any kind to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) made by any Subsidiary Guarantor on account of any Subsidiary Obligation ("Subsidiary ---------- Payments") (x) within 90 days prior to the commencement of, and during the -------- continuance of, a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or the Company or (y) within 90 days prior to, or at any time on or after, the date of the acceleration of any Subject Obligation (or, in the case of any guaranty, any claim thereunder for the full amount owing on the underlying obligation on account of an event of default with respect thereto), shall be shared so that each Creditor shall have received its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that if (a) Each Bank agrees that (i) if it shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, and (ii) if, as a result of the exercise of a right or the receipt of a secured claim an event described in clause (ix) or (y) above shall have occurred, (b) any Creditor shall have received a Subsidiary Payment (a "Receiving Creditor"), and (c) any ------------------ other Creditor shall not have concurrently received its Pro Rata Share of this Section 13.07 or otherwiseSubsidiary Payments from the same Subsidiary Guarantor, it then the Receiving Creditor shall receive payment of a proportion of promptly remit the aggregate amount due and payable Excess Subsidiary Payment to it hereunder and under the other Loan Documents as principal, interest, fees or expense reimbursements Creditors which are then entitled thereto so that is greater than the proportion received after giving effect to such payment (and any other payments then being made by any other Bank in respect Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share --------- of Subsidiary Payments. Any remittances pursuant to the aggregate of such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it foregoing paragraph shall be deemed to have done simultaneously upon constitute purchases by the receipt Receiving Creditor for cash at face value, but without recourse, ratably from the other Creditors such amount of such payment) in the rights Subject Obligations of the other Banks hereunder and under Creditors as is necessary to cause the Receiving Creditor to share its Excess Subsidiary Payment with the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as provided above; provided that if all such purchase is made by any Receiving Creditor -------- and such Excess Subsidiary Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered from such Receiving Creditor by or on behalf of any Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the Company related purchase from such Bank, such purchases the other Creditors shall be rescinded ratably and the purchase prices paid price restored as to the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided, -------- further, that nothing herein contained shall obligate any Creditor to resort to ------- any setoff, application of deposit balance or other means of payment for any Subject Obligation or avail itself of any recourse by resort to any property of any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Creditors to take any such action. All Subsidiary Payments received by any Lender (directly, pursuant to the sharing provisions of this Section 2 or otherwise) which would be applied to --------- a contingent obligation under any Letter of Credit pursuant to this Section 2 --------- shall be remitted to the Agent to be held as collateral for such participations Letter of Credit. If such Letter of Credit is drawn upon, the Agent shall be returned distribute an amount equal to the lesser of such Bank draw and the amount of cash held as collateral for such Letter of Credit to each Lender entitled thereto, ratably based upon its share thereof under the Long Term Credit Agreement. If and to the extent such Letter of such recoveryCredit expires or terminates (or the Maximum Available Amount thereof is otherwise reduced), but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank of cash held as collateral therefor shall be required to pay interest at considered a like rate). Any Bank receiving any such secured claim new Subsidiary Payment and shall exercise its rights be shared in respect of such secured claim in a manner consistent accordance with the rights provisions of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim.2. ---------

Sharing of Recoveries. (a) Each Bank Creditor agrees with each other Creditor that (i) if it shall exercise all payments received in connection with a Guaranty or pursuant to any Creditor's right of counterclaim, set-off, off or banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar (whether based on common law, it statute, contract or otherwise) (any of the foregoing, a "GUARANTY PAYMENT") upon or following the occurrence of a Triggering Event shall be shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments with respect to such Guaranty Payment in the order of priority of payment of the Subject Obligations. Accordingly, each Creditor agrees that if (a) an event described in the prior sentence has occurred, (b) any Creditor receives a secured claim, the security for which is Guaranty Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code"RECEIVING CREDITOR"), and (iic) ifany other Creditor does not concurrently receive its Pro Rata Share of Guaranty Payments, as a result then the Receiving Creditor shall promptly remit such portion of the exercise Excess Guaranty Payment to the other Creditors who are then entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 2) the other Creditors shall have received the Pro Rata Share of a right Guaranty Payments for such Creditor. In the event that any Guaranty Payment or the receipt part thereof received by any Creditor is recovered thereafter from such Creditor by any Guarantor (including any trustee in bankruptcy of a secured claim described in clause (i) any Guarantor or any creditor thereof), then such Guaranty Payment or part thereof shall, for purposes of this Section 13.07 or otherwise2, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received by any other Bank in respect of the aggregate of such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon not been received. In the receipt of event that a Bank Lender has the obligation to make a Guaranty Payment to any other Creditor, the Bank Lender shall make the Guaranty Payment due to such payment) other Creditor to the Bank Agent, which shall in turn make a further distribution to the Noteholders and the Bank Lenders in the rights amount of the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rata; provided that if all or part of such proportionately greater payment received by the purchasing Bank is thereafter recovered by or on behalf of the Company from such Bank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim.their respective Pro Rata

Sharing of Recoveries. In the event that either (aA) Each there shall exist a default in the payment or prepayment of any principal, premium, if any, or interest or other amount after the expiration of any applicable grace period with respect to any of the Bank Senior Obligations or the MLIC Senior Obligations or (B) there shall exist an event of bankruptcy or insolvency with respect to PVC as a consequence of which any of the Senior Bank Notes or the MLIC Senior Notes shall have been accelerated or, pursuant to the terms of the Senior Bank Notes or the MLIC Senior Notes, are capable of being accelerated as a consequence of an Event of Default, each Creditor hereby agrees with each other Creditor that payments (including payments made through set off of deposit balances or otherwise) made pursuant to the terms of any Subsidiary Guaranty during the continuation of any of the circumstances described above (a "Guaranty Payment") shall be shared so that each Creditor shall receive its Pro Rata Share of all Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (i) if it any Creditor shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives receive a secured claim, the security for which is Guaranty Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, "Receiving Creditor") and (ii) ifany other Creditor shall not have received its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Guaranty Payment with respect to each other Creditor to such other Creditor, who shall then be entitled thereto so that after giving effect to such payment (i) of and any other payments then being made by any other Receiving Creditor pursuant to this Section 13.07 5) each Creditor shall have received its Pro Rata share of Guaranty Payments. As between PVC and any Receiving Creditor, any Excess Guaranty Payment paid by a Receiving Creditor to any other Creditor pursuant to the preceding paragraph shall be treated as not having been received or otherwiserecovered by such Receiving Creditor, and PVC agrees that, upon the Receiving Creditor paying any such Excess Guaranty Payment to any other Creditor, such Receiving Creditor may thereafter, to the fullest extent permitted by law, exercise all its rights (including any right of set off) to receive or recover payment in full of all Obligations as though it shall receive payment had never received or recovered the Excess Guaranty Payment. As between PVC and any Creditor receiving any portion of an Excess Guaranty Payment from a proportion of Receiving Creditor pursuant to the second preceding paragraph, the aggregate amount due and payable owing by PVC to it hereunder and under such Creditor in respect of all Obligations shall be treated as having been reduced by the amount of In the event that, following the payment by a Receiving Creditor to one or more other Loan Documents as principalCreditors of any amount attributable to an Excess Guaranty Payment, interest, fees or expense reimbursements that is greater than the proportion received an amount attributable to such Excess Guaranty Payment shall be recovered from such Receiving Creditor by any other Bank Subsidiary Guarantor (including, without limitation, any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), each Creditor which received any such amount from the Receiving Creditor shall promptly repay such amount to the Receiving Creditor, but without interest. In such event, the original payment by the Receiving Creditor in respect of the aggregate of such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it Excess Guaranty Payment shall be deemed treated as not having been paid to have done simultaneously upon the receipt of such payment) in the rights of the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rata; provided that if all or part of such proportionately greater payment received by the purchasing Bank is thereafter recovered by or on behalf other Creditors for purposes of the Company from two preceding paragraphs. Nothing herein contained shall obligate any Creditor to resort to any set off, application of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of PVC or any Subsidiary Guarantor, the taking of any such Bank, action to remain within the absolute discretion of such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank Creditor without obligation of any kind to the extent of such recovery, but without interest (unless the purchasing Bank is required other Creditors to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments obtained by such Creditor from any Joint Obligor through setoff or other application of deposit balances pursuant to the terms of a Subsidiary Agreement or otherwise with respect to a Subject Obligation of any Joint Obligor (a “Subsidiary Payment”) at any time following the occurrence of a Ripening Default shall be shared among all of the Creditors so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event that (a) Each Bank agrees that an Event of Default shall have occurred, (ib) if it at any time following the occurrence of a Ripening Default, any Creditor shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives have obtained a secured claim, the security for which is Subsidiary Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code“Sharing Creditor”), and (iic) ifany other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from the Subsidiary Obligors, as then the Sharing Creditor shall promptly remit a result portion of the exercise Excess Subsidiary Payment to each other Creditor (or, in the case of a right or the receipt of a secured claim described in clause (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable payments to it hereunder and be made to Creditors who are Lenders under the Credit Agreement, to the Administrative Agent for the benefit of itself and the Lenders) who shall then be entitled thereto so that, after giving effect to such payment (and any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Sharing Creditor pursuant to this Section 3), each Creditor shall have received its Pro Rata Share of Subsidiary Payments (after giving effect to the distribution thereof by the Administrative Agent to the Lenders). Any such payments by a Sharing Creditor to another Creditor or to the Administrative Agent, as applicable, of a portion of an Excess Subsidiary Payment received by such Sharing Creditor shall be made, at the election of the aggregate of such amounts due Sharing Creditor (but in any event on terms that are mutually acceptable to the Sharing Creditor and payable to such other Bank hereunder and under Creditor or the Administrative Agent, as applicable), by way of distributions to, or purchases of participations in (or, to the extent permitted by the applicable Credit Document, direct interests in) the Loans or Notes held by such other Creditor, in any such case to the extent necessary to cause such Sharing Creditor to share such Excess Subsidiary Payment with the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) Creditors as provided in the rights of the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro ratapreceding paragraph; provided provided, however, that if all or part any portion of such proportionately greater payment received by the purchasing Bank Excess Subsidiary Payment is thereafter recovered by or on behalf of the Company from such BankSharing Creditor by any Joint Obligor (including, without limitation, by any trustee in bankruptcy of such Joint Obligor or any creditor thereof), such purchases distribution, purchase or other arrangement, as the case may be, shall be rescinded ratably and the purchase prices paid for such participations other Creditor shall be returned return to such Bank Sharing Creditor any amount received by it to the extent of its ratable share of such recovery, but without interest interest, and provided further that nothing herein contained shall obligate any Creditor to resort to any setoff or other application of any deposit balance under any Credit Document or Subsidiary Agreement, or otherwise to avail itself of any recourse by resort to any guaranty or property of the Company or any Senior Credit Subsidiary Obligor or Note Subsidiary Obligor, the taking of any such action to remain within the absolute discretion of such Creditor or Creditors (unless as provided in the purchasing Bank is required to pay interest on the amount recovered applicable Credit Document) without obligation of any kind to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor securing any Subsidiary Agreement) made pursuant to the terms of the Subsidiary Agreements (a "Subsidiary Payments") (x) within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to the Subsidiary Guarantors or the Company, as the case may be, or (y) following the acceleration of the Notes generally or the Loans or the acceleration of any other Subject Obligation, shall be shared so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event (a) Each Bank agrees that an event described in clauses (ix) if it or (y) above shall exercise have occurred, (b) any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives Creditor shall receive a secured claim, the security for which is Subsidiary Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code"Receiving Creditor"), and (iic) ifany other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from the Subsidiary Guarantors, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share of the aggregate of Subsidiary Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon be and shall be made in consideration of the receipt purchase for cash at face value, but without recourse, ratably from the other Creditors of such payment) in amount of Notes or Loans (or interest therein), as the rights case may be (exclusive of any lien or security interest granted to such other Creditors and not securing a Subsidiary Agreement), necessary to cause such Creditor to share such Excess Subsidiary Payment with the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered from such Receiving Creditor by the Subsidiary Guarantors (including, without limitation, by any trustee in bankruptcy of the Subsidiary Guarantors or on behalf any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the Company from or the Subsidiary Guarantors, the taking of any such Bank, action to remain within the absolute discretion of such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank Creditor without obligation of any kind to the extent of such recovery, but without interest (unless the purchasing Bank is required other Creditors to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (aincluding payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) Each Bank made by any Subsidiary Guarantor pursuant to the terms of any Subsidiary Guaranty (a "Subsidiary Payment"), shall be shared so that each Creditor shall receive its Pro Rata Share of all Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event any Creditor shall receive a Subsidiary Payment (i) if it shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code"Receiving Creditor"), and (ii) ifany other Creditor shall not concurrently receive its Pro Rata Share of such Subsidiary Payment, as a result then the Receiving Creditor shall notify the other Creditors of the exercise of a right or the its receipt of a secured claim described in clause such Subsidiary Payment within five days thereof and promptly remit the Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect of the aggregate Receiving Creditor pursuant to this 2), each Creditor shall have received its Pro Rata Share of such amounts due and payable to Subsidiary Payment. Any such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon the receipt of such payment) be and shall be made in the rights consideration of the other Banks hereunder and under purchase for cash at face value, but without recourse, ratably from the other Creditors of a participation in such amount of Noteholder Obligations or Loan Documents so that all Obligations (or interest therein), as the case may be, to the extent necessary to cause such recoveries Receiving Creditor to share such Excess Subsidiary Payment ratably with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered by or on behalf of the Company from such BankReceiving Creditor by the Subsidiary Guarantor that made such Subsidiary Payment (including, without limitation, by any trustee in bankruptcy of such purchases Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Bank price restored as to the extent portion of such recoveryExcess Subsidiary Payment so recovered, but without interest (unless interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the purchasing Bank is required Obligors or any Subsidiary Guarantor, the taking of any such action to pay interest on remain within the amount recovered absolute discretion of such Creditor without obligation of any kind to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (aincluding payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor, other than real or tangible personal property security interests granted to the TROL Creditors) Each Bank made under or pursuant to the terms of any Subject Agreement in respect of Subject Obligations (1) within 90 days prior to or at any time following the commencement of a Bankruptcy Proceeding with respect to the Subsidiary Guarantor, Pledgor or Borrower party to such Subject Agreement or (2) following the acceleration of such Subject Obligation (a “Subject Payment”), shall be shared so that each Creditor shall receive its Pro Rata Share of Subject Payments. Accordingly, each Creditor hereby agrees that in the event any Creditor shall receive a Subject Payment (i) if it shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code“Receiving Creditor”), and any other Creditor shall not concurrently receive its Pro Rata Share of Subject Payments, then the Receiving Creditor shall promptly remit the Excess Subject Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (ii) if, as a result of the exercise of a right or the receipt of a secured claim described in clause (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share of the aggregate of Subject Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon be and shall be made in consideration of the receipt purchase for cash at face value, but without recourse, ratably from the other Creditors of such payment) in amount of TROL Obligations, Loan Obligations or Senior Parity Debt Obligations (or interest therein), as the rights of case may be, to the extent necessary to enable such Receiving Creditor to share such Excess Subject Payment with the other Banks hereunder and under the other Loan Documents so that all such recoveries with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Subject Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered by or on behalf of the Company from such BankReceiving Creditor by the Person that made such Subject Payment (including, without limitation, by any trustee in bankruptcy of such purchases Person or any creditor thereof, or pursuant to any settlement entered into by the Receiving Creditor), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Bank price restored as to the extent portion of such recoveryExcess Subject Payment so recovered, but without interest interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subject Agreement or avail itself of any recourse by resort to any property of the Borrower or any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor (unless or otherwise governed by the purchasing Bank is required to pay interest on the amount recovered applicable Subject Agreements) without obligation of any kind imposed under this Agreement to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. (a) Each Bank Lender agrees that (i) if it shall exercise shall, by exercising any right right1.8. of set-off or counterclaim, set-off, banker's lien or similar right or if by recovery under any applicable bankruptcy, insolvency or other similar law, it receives a secured claim, the security for which is a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, and (ii) if, as a result of the exercise of a right Existing Guaranty or the receipt of a secured claim described in clause (i) of this Section 13.07 Corporate Guaranty, or otherwise, it shall receive payment of a proportion principal, premium and/or interest or other amounts in excess of the aggregate amount ratable portion due and payable to it hereunder and under such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Loan Documents as principalLenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, interest, fees or expense reimbursements that is greater than the proportion received by any other Bank in respect of the aggregate "Pro Rata Share") of such amounts due and payable Excess Payment. To the extent necessary under applicable law so as not to such other Bank hereunder and under the other Loan Documentsextinguish any unpaid Obligations, the Bank receiving such proportionately greater payment shall purchase participations (which it shall be deemed to have done simultaneously upon the receipt of such payment) maintain perfection in the Collateral, or otherwise protect any rights of the other Banks hereunder Lenders herein, the Distributing Lender shall be subrogated to any and under the other Loan Documents so that all such recoveries with respect to such amounts due rights and payable hereunder and under the other Loan Documents by all interests of the Banks shall be pro rata; provided that if all or part of such proportionately greater payment received by Receiving Lender receiving the purchasing Bank is thereafter recovered by or on behalf of the Company from such Bank, such purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such Bank Excess Payment but only to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on applicable Pro Rata Share of the amount recovered Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Person recovering Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such amountfunds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in which case connection with either Excess Payments or Recoupment Payments, the selling Bank same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to pay interest at return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a like rate)bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. Any Bank receiving To the extent any such Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured claim shall by collateral other than the Collateral, it may exercise its rights the right of set-off or counterclaim against any monies it may hold which were not paid in respect of such secured claim in a manner consistent connection with the rights of Obligations or otherwise received in connection with the Banks entitled under this Section to share in the benefits of any recovery on such secured claimCollateral. 1.9. 1.10.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (aincluding payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) Each Bank made pursuant to the terms of the Subsidiary Agreements (a "Subsidiary Payment") shall be shared so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event (i) if it any Creditor shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives receive a secured claim, the security for which is Subsidiary Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, "Receiving Creditor") and (ii) ifany other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from such Subsidiary Guarantor, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this ss.2) each Creditor shall have received its Pro Rata Share of the aggregate of Subsidiary Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon the receipt of such payment) be and shall be made in the rights consideration of the other Banks hereunder and under purchase for cash at face value, but without recourse, ratably from the other Loan Documents so that all Creditors such recoveries amount of Notes or Loans (or interest therein), as the case may be, to the extent necessary to cause such Receiving Creditor to share such Excess Subsidiary Payment with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered from such Receiving Creditor by such Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of such Subsidiary Guarantor or on behalf any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the Company from or any Subsidiary Guarantor, the taking of any such Bankaction to remain within the absolute discretion of such Creditor without obligation of any kind to the other Creditors to take any such action. In the event a Creditor shall determine that it is reasonably necessary to evidence the purchase of Notes or Loans (or an interest therein) by such Creditor pursuant to the foregoing provisions of this paragraph, the seller thereof upon the request of such purchases Creditor shall take such action as shall be rescinded and the purchase prices paid for necessary to document such participations shall be returned to such Bank to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimpurchase.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (aincluding payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) Each Bank made pursuant to the terms of the Subsidiary Agreements (a “Subsidiary Payment”) shall be shared so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event (i) if it any Creditor shall exercise any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives receive a secured claim, the security for which is Subsidiary Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code, “Receiving Creditor”) and (ii) ifany other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from such Subsidiary Guarantor, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this §2) each Creditor shall have received its Pro Rata Share of the aggregate of Subsidiary Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon the receipt of such payment) be and shall be made in the rights consideration of the other Banks hereunder and under purchase for cash at face value, but without recourse, ratably from the other Loan Documents so that all Creditors such recoveries amount of Notes or Loans (or interest therein), as the case may be, to the extent necessary to cause such Receiving Creditor to share such Excess Subsidiary Payment with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered by or on behalf of the Company from such BankReceiving Creditor by such Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of such purchases Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Bank price restored as to the extent portion of such recoveryExcess Subsidiary Payment so recovered, but without interest (unless interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the purchasing Bank is required Company, a Subsidiary Borrower or any Subsidiary Guarantor, the taking of any such action to pay interest on remain within the amount recovered absolute discretion of such Creditor without obligation of any kind to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments made with respect to Subject Obligations by a Subsidiary Guarantor pursuant to a demand made under the terms of a Subsidiary Agreement or pursuant to any Creditor's right of set-off or banker's lien (whether based on common law, statute, contract or otherwise) against any deposit, credit or property of a Subsidiary Guarantor in the possession or control of such Creditor (a) Each Bank within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or (b) following the acceleration of any Notes or any Credit Extensions or any other Subject Obligations (any of the foregoing being hereinafter referred to as a "Subject Payment"), shall be shared so that each Creditor shall receive its Pro Rata Share of Subject Payments. Accordingly, each Creditor hereby agrees that in the event (i) if it an event described in clauses (a) or (b) above shall exercise have occurred, (ii) any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives Creditor shall receive a secured claim, the security for which is Subject Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code"Receiving Creditor"), and (iiiii) ifany other Creditor shall not concurrently receive its Pro Rata Share of Subject Payments, as a result then the Receiving Creditor shall remit the Excess Subject Payment to each other Creditor who shall then be entitled thereto (together with, to the extent not remitted within fifteen (15) business days after such receipt by the Receiving Creditor, interest at the then applicable Federal Funds Effective Rate from and including the date of such receipt to, but excluding, the exercise date of a right or the receipt of a secured claim described in clause payment to such other Creditor) so that after giving effect to such payment (i) of and any other payments then being made by any other Receiving Creditor pursuant to this Section 13.07 or otherwise2) each Creditor shall have received its Pro Rata Share of Subject Payments. Whenever any Receiving Creditor receives a Subject Payment, it shall receive payment notify the other Creditors of a proportion such receipt and request that each such Creditor certify in writing the existence and amount of the aggregate Subject Obligations owed to such Creditor. Such Receiving Creditor shall be entitled, absent manifest error, to determine the amount due of any Excess Subject Payments for remittance to other Creditors based on one or more certificates of each such Creditor with respect to the Subject Obligations owed to such Creditor, provided, however, that if, notwithstanding the request of such Receiving Creditor, any Creditor shall fail or refuse within five (5) business days of such request to certify as to the existence or amount of any Subject Obligations owed to such Creditor, such Receiving Creditor shall be entitled to determine such existence or amount by such method as such Receiving Creditor may, in its sole discretion, determine, including by reliance upon a certificate of the Company, and payable such Receiving Creditor shall give notice of such determination to it hereunder such Creditor. Such Receiving Creditor shall be held harmless, and under have no liability (except for its own gross negligence or willful misconduct) to any of the other Loan Documents as principal, interest, fees or expense reimbursements that is greater Creditors (other than the proportion received by any other Bank in respect of the aggregate of such amounts due and payable obligation to pay Excess Subject Payments to such other Bank hereunder Creditors pursuant to the terms hereof) for making payments in accordance with certificates of the Creditors and under the other Loan Documents, the Bank receiving determinations made in good faith by such proportionately greater payment shall purchase participations (which it Receiving Creditor. Any such payments shall be deemed to have done simultaneously upon be and shall be made in consideration of the receipt purchase for cash at face value, but without recourse except as hereinafter provided, ratably from the other Creditors of such paymentamount of Notes or Credit Extensions (or interest therein), as the case may be, to the extent necessary to cause such Creditor to share such Excess Subject Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subject Payment or part thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guarantor or the Company (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or the Company or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Subject Payment so recovered (together with, to the extent not restored in full within fifteen (15) in business days after demand by the rights Receiving Creditor, interest at the then applicable Federal Funds Effective Rate from and including the date of such demand to, but excluding, the date of payment to the Receiving Creditor); and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or otherwise or avail itself of any recourse by resort to any property of the other Banks hereunder and under Company or any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Loan Documents so that all Creditors to take any such recoveries action. Notwithstanding anything in this Section 2 to the contrary, any amounts distributed to any Creditor for application to the Company's liabilities with respect to any undrawn amounts relating to letters of credit issued under any Credit Agreement shall be held by such amounts due Creditor as collateral security for such liabilities until a drawing thereon, at which time such collateral shall be applied to such liabilities. If letters of credit issued under any Credit Agreement and payable hereunder and constituting part of the Subject Obligations expire without having been drawn upon in full, the undrawn portion shall be excluded from the Subject Obligations for purposes of the first paragraph of this Section 2, all as though such undrawn portion never existed. If distributions to any Creditor have previously been made under the other Loan Documents by all first paragraph of this Section 2 with respect to letters of credit issued under any Credit Agreement and constituting part of the Banks Subject Obligations which expire without having been drawn upon in full, the amount of each Creditor's Pro Rata Share of Subject Payments shall be pro rata; provided that if all or part redetermined by excluding the undrawn amount of such proportionately greater payment expired letters of credit from the calculations under the first paragraph of this Section 2 and if a redetermination reveals that there has been an overpayment to any Creditor, each Creditor which received by the purchasing Bank is thereafter recovered by or on behalf of the Company from such Bank, such purchases an overpayment shall be rescinded and the purchase prices paid for such participations shall be returned pay to such Bank to the extent of such recovery, but without interest (unless the purchasing Bank is required to pay interest on the amount recovered to the Person recovering such amount, in which case the selling Bank shall be required to pay interest at a like rate). Any Bank receiving any such secured claim shall exercise its rights those other Creditors who were underpaid in respect of such secured claim distribution the amount of the underpayment (together with, to the extent not paid within fifteen (15) business days after expiration of such letter of credit, interest at the then applicable Federal Funds Effective Rate from and including the date of such expiration to, but excluding, the date of payment by the Receiving Creditor to such other Creditors) and in return the remitting Creditor shall receive from each such underpaid Creditor a manner consistent non-recourse (except as otherwise provided in the preceding paragraph) participation in the Subject Obligations owing to such underpaid Creditors in the amount of the underpayment paid over to such Creditor. If at any time any Creditor determines that for any reason it has received more than its Pro Rata Share of Subject Payments, such Creditor shall notify in writing (an "Overpayment Notice") the other Creditors and the amount of each Creditor's Pro Rata Share of Subject Payments shall be redetermined under the first paragraph of this Section 2. If a redetermination reveals that there has been an overpayment to any Creditor, each Creditor which received such an overpayment shall pay to those other Creditors who were underpaid in respect of such distribution the amount of the underpayment (together with, to the extent not paid within fifteen (15) business days after the Overpayment Notice, interest at the then applicable Federal Funds Effective Rate from and including the date of such Overpayment Notice to, but excluding, the date of payment by the Receiving Creditor to such other Creditors) and in return the remitting Creditor shall receive from each such underpaid Creditor a non-recourse (except as otherwise provided in the second paragraph of this Section 2) participation in the Subject Obligations owing to such underpaid Creditors in the amount of the underpayment paid over to such Creditor. Each Creditor also agrees that if at any time it receives proceeds of any collateral or security securing the obligations of a Subsidiary Guarantor under any of the Subsidiary Agreements, such proceeds shall be shared by such Creditor as a Receiving Creditor in accordance with the rights terms of the Banks entitled under this Section to share in 2. Section 3. Agreements Among the benefits of any recovery on such secured claimCreditors.

Sharing of Recoveries. Each Creditor hereby agrees with each other Creditor that payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) made pursuant to the terms of any Subsidiary Guaranty (a “Guaranty Payment”) (x) within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or the Borrower or (y) following the acceleration of the 2002 Notes, the 1996 Notes, the 1992 Notes or the Loans or the acceleration of any other Borrower’s Guaranteed Obligation, shall be shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (a) Each Bank agrees that an event described in clauses (ix) if it or (y) above shall exercise have occurred, (b) any right of counterclaim, set-off, banker's lien or similar right or if under any applicable bankruptcy, insolvency or other similar law, it receives Creditor shall receive a secured claim, the security for which is Guaranty Payment (a debt owed by it to any Loan Party, including a secured claim deemed secured under Section 506 of the Bankruptcy Code“Receiving Creditor”), and (iic) ifany other Creditor shall not concurrently receive its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, as a result of then the exercise of a right or Receiving Creditor shall promptly remit the receipt of a secured claim described in clause Excess Guaranty Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (i) of this Section 13.07 or otherwise, it shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under the any other Loan Documents as principal, interest, fees or expense reimbursements that is greater than the proportion received payments then being made by any other Bank in respect Receiving Creditor pursuant to this §2) each Creditor shall have received its Pro Rata Share of the aggregate of Guaranty Payments. Any such amounts due and payable to such other Bank hereunder and under the other Loan Documents, the Bank receiving such proportionately greater payment shall purchase participations (which it payments shall be deemed to have done simultaneously upon the receipt of such payment) be and shall be made in the rights consideration of the other Banks hereunder and under purchase for cash at face value, but without recourse, ratably from the other Loan Documents so that all Creditors such recoveries amount of 2002 Notes, 1996 Notes, 1992 Notes, Loans or Additional Debt Facility, if any, as the case may be, to the extent necessary to cause such Creditor to share such Excess Guaranty Payment with respect to such amounts due and payable hereunder and under the other Loan Documents by all of the Banks shall be pro rataCreditors as hereinabove provided; provided provided, however, that if all any such purchase or payment is made by any Receiving Creditor and if such Excess Guaranty Payment or part of such proportionately greater payment received by the purchasing Bank thereof is thereafter recovered by or on behalf of the Company from such BankReceiving Creditor by any Subsidiary Guaranty (including, such purchases without limitation, by any trustee in bankruptcy of any Subsidiary Guaranty or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase prices paid for such participations shall be returned to such Bank price restored as to the extent portion of such recoveryExcess Guaranty Payment so recovered, but without interest (unless interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposition balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the purchasing Bank is required Borrower or any Subsidiary Guarantor, the taking of any such action to pay interest on remain within the amount recovered absolute discretion of such Creditor without obligation of any kind to the Person recovering such amount, in which case the selling Bank shall be required other Creditors to pay interest at a like rate). Any Bank receiving take any such secured claim shall exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claimaction.