Common use of Ratable Payments Clause in Contracts

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01, 4.02 or 4.04 or as otherwise provided herein) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.014.1, 4.02 4.2 or 4.04 4.4 or as otherwise provided herein) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans share of any Advance (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other LenderLender having a share of such Advance, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising that Advance held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans comprising that Advance. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon any of its respective Revolving Loans (other than payments received pursuant to Sections 4.013.01, 4.02 3.02 or 4.04 or as otherwise provided herein3.04) in a greater proportion than that received by any other LenderLender with respect to the Revolving Loans, such Lender agrees, promptly upon demand, to purchase a portion of the such Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of the applicable all Revolving Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themaccordance with their respective Pro Rata Shares. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, Lender (whether by setoff or otherwise, ) has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with common law right of setoff or amounts which might be subject to common law right of setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed prevented, restricted or otherwise impeded by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or ---------------- otherwise, has payment made to it upon its respective Loans share of any Advance (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater ------------ --- --- proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising that Advance held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans comprising that Advance. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans the Obligations owing to it (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of the applicable LoansObligations. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir outstanding Obligations. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.014.1, 4.02 4.2 or 4.04 or as otherwise provided herein4.4) in a greater proportion than that received by any other LenderLender under the same Facility, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders under such Facility so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans under such Facility. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Syndicated Loans (other than payments received pursuant to Sections 4.01SECTION 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Syndicated Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Syndicated Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Syndicated Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01‎4.01, 4.02 ‎4.02 or 4.04 ‎4.04 or as otherwise provided herein) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans share of any Advance (other than payments received pursuant to Sections 4.01, 4.02 or 4.04 or as otherwise provided hereinArticle III) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising that Advance held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans comprising that Advance. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If Except for payments received from the Administrative Agent pursuant to Section 2.11, if any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lenderits ratable share of such Loans, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other LenderLender entitled to ratable payment hereunder, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the such other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all applicable Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans share of any Advance (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising that Advance held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans comprising that Advance. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments of Swingline Loans and payments received pursuant to Sections 4.013.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.. 109

Ratable Payments. 1.43 If any Lender, whether by setoff or otherwise, otherwise has payment made to it upon its respective Revolving Loans (other than payments received pursuant to Sections 4.013.6, 4.02 3.9 or 4.04 or as otherwise provided herein) 3.14 in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Revolving Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of the applicable Revolving Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Revolving Credit Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themrespect of their Pro Rata Shares. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon any of its respective Loans (other than payments received pursuant to Sections 4.013.01, 4.02 3.02 or 4.04 or as otherwise provided herein3.04) in a greater proportion than that received by any other LenderLender with respect to Loans, such Lender agrees, promptly upon demand, to purchase a portion of the such Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of the applicable all Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themaccordance with their respective Pro Rata Shares. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans under any Facility (other than payments received pursuant to Sections 4.013.1, 4.02 3.2, or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other LenderLender under such Facility, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders under such Facility so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans under such Facility. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has ---------------- payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.012.14(E), 4.02 4.1, 4.2 or 4.04 or as otherwise provided herein4.4) in a greater proportion than that received by ---------------- --- --- --- any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations Obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans or in respect of its Letters of Credit (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansObligations. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Percentage. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff set off or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other LenderLender in terms of its Pro Rata Share, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of Loans after taking into effect the applicable Loansaforementioned payment and purchase. If any Lender, whether in connection with setoff set off or amounts which might be subject to setoff set off or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoffset off, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, ---------------- has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.012.24, 4.02 3.1, 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received ------------- --- --- --- by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans Advances (other than payments received pursuant expressly stated to Sections 4.01, 4.02 be payable to a specific Lender or 4.04 or as otherwise provided hereinon a non-pro-rata basis) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Advances held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansAdvances. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations Obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01SECTIONS 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans and L/C Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans and L/C Obligations. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations Obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, Lender (whether by setoff or otherwise, ) has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.3) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with common law right of setoff or amounts which might be subject to common law right of setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed prevented, restricted or otherwise impeded by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwiseotherwise (other than pursuant to Section 3.5 and Article XII), has payment made to it upon its respective Syndicated Loans (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Syndicated Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Syndicated Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Syndicated Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral (other than pursuant to the Security Documents) or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be mademade to accomplish the intent of this Section.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans Obligations (other than payments received pursuant to Sections 4.01Section 2.12(E), 4.02 4.1, 4.2 or 4.04 4.4 or as otherwise provided herein) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Obligations held by the other Lenders so that after such purchase each Lender will hold its ratable proportion share of the applicable Loansrelevant Obligations in accordance with Section 12.4. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, process or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective outstanding Loans (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable aggregate principal amount of all Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Syndicated Loans (other than payments received pursuant to Sections 4.01SECTION 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Syndicated Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Syndicated Loans. If any Lender, 81 whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Syndicated Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans Total Credit Exposure (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Total Credit Exposures held by the other Lenders so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of the applicable LoansObligations. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to their respective Pro Rata Shares of the obligations owing to themObligation. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If Except as specifically provided herein, if any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01, 4.02 Section 3.1 or 4.04 or as otherwise provided herein3.2) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoans and other Obligations. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans and other Obligations. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans share of any Advance or Reimbursement Obligation (other than payments received pursuant to Sections 4.014.1, 4.02 4.2 or 4.04 or as otherwise provided herein4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans that Advance or Reimbursement Obligation held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loansthat Advance or Reimbursement Obligation. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01, 4.02 Section 3.1 or 4.04 3.2 or as otherwise provided hereinpayments to a particular Lender authorized or directed by order of the Bankruptcy Court) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff setoff, recoupment or otherwise, has payment made to it upon its respective Loans Loan (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans Loan held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable LoansLoan. If any Lender, whether in connection with setoff setoff, recoupment or amounts which might be subject to setoff setoff, recoupment or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoffsetoff or recoupment, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loan. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective the outstanding Loans made by it (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans held made by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable all of Borrower’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation the outstanding Loans made by it or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to outstanding Loans made by each of them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion - 120 - US_ACTIVEActive\121281000\V-110 than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. ARTICLE XII.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01SECTIONS 2.14(E), 4.02 4.1, 4.2, or 4.04 or as otherwise provided herein4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon its respective Revolving Loans (other than payments received pursuant to Sections 4.014.1, 4.02 4.2 or 4.04 or as otherwise provided herein4.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Revolving Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Revolving Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwiseotherwise (other than pursuant to Article XII, has payment made to it upon its respective Syndicated Loans (other than payments received pursuant to Sections 4.013.1, 4.02 3.2, 3.4 or 4.04 or as otherwise provided herein3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Syndicated Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Syndicated Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Syndicated Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If Except for payments received from the Agent pursuant to Section 2.11, if any Lender, whether by setoff or otherwise, has payment made to it upon its respective Loans (other than payments received pursuant to Sections 4.01Section 3.1, 4.02 3.2 or 4.04 or as otherwise provided herein3.4) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that after such purchase each Lender will hold its ratable proportion of the applicable Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Obligation Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all Lenders share in the benefits of such collateral ratably in proportion to the obligations owing to themtheir Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.