Common use of Ratable Payments Clause in Contracts

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to purchase a the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the Loans comprising payment giving rise thereto is recovered, such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, return its share of that benefit (together with its share other than to either Borrower, any other Subsidiary or any Affiliate of any accrued interest payable with respect thereto) of the foregoing (as to each Lender whose payment which the provisions of this paragraph shall have been rescinded or otherwise restoredapply). The Borrowers agree Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against each Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (a) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (b) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under this assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant pursuant to Section 12.02 to share in the benefits of any recovery on such secured claim12.01.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff set-off or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Revolving Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swing Line Loans of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Revolving Loans and participations in LC Disbursements and Swing Line Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.02 to share in the benefits of any recovery on such secured claimparagraph shall apply).

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC ObligationsAdvance. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree Whirlpool agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under this Section 12.02 assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to share in the benefits of any recovery on such secured claimAssignee or Participant.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to purchase a the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the Loans comprising payment giving rise thereto is recovered, such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section shall not be construed to apply to any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in LC Disbursements to any assignee or participant, return its share of that benefit (together with its share other than to either Borrower, any other Subsidiary or any Affiliate of any accrued interest payable with respect thereto) of the foregoing (as to each Lender whose payment which the provisions of this paragraph shall have been rescinded or otherwise restoredapply). The Borrowers agree Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against each Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in disbursements under Facility LCs or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Facility LCs and Swingline Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in disbursements under Facility LCs and Swingline Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in disbursements under Facility LCs and Swingline Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders assignment of or sale of a participation in any of its Loans or participations in disbursements under Facility LCs to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.02 to share in the benefits of any recovery on such secured claimparagraph shall apply).

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant owing to Article 3) it in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to (i) notify the Administrative Agent of such fact and (ii) purchase a portion of participations (for cash at face value) in the Loans comprising such Advance Obligations held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase acquisition each Lender will hold its ratable proportion of Loans comprising the then outstanding Obligations; provided that (i) if any such Advance participations are purchased and all or Participation Interests in any portion of the payment giving rise thereto is recovered, such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 11.2 shall not be construed to apply to (x) any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in Reimbursement Obligations or Swingline Loans to any assignee or Participant, return its share other than to the Borrower or any Subsidiary thereof (as to which the provisions of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment this Section 11.2 shall have been rescinded or otherwise restoredapply). The Borrowers agree Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against the Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any the Bankruptcy Code or under other applicable bankruptcy, insolvency or other similar lawlaw now or hereafter in effect, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 11.2 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 12.02 11.2 to share in the benefits of any recovery on such secured claim. 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 Obligations or other 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 or other protection ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Outstanding Credit Exposure (other than payments received pursuant to Article 3Section 3.1, 3.2, 3.4 or 3.5 and payments made to any Issuer in respect of Reimbursement Obligations so long as the Lenders have not funded their participations therein) 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 such Advance Aggregate Outstanding Credit Exposure held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of Loans comprising such Advance the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any recovery such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) any payment made by or on such secured claimbehalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.22, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letter of Credit Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements of other Lenders to purchase a the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the Loans comprising payment giving rise thereto is recovered, such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in LC Disbursements to any assignee or participant, return its share of that benefit (together with its share other than to either Borrower, any other Subsidiary or any Affiliate of any accrued interest payable with respect thereto) of the foregoing (as to each Lender whose payment which the provisions of this paragraph shall have been rescinded or otherwise restoredapply). The Borrowers agree Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against each Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further hereby agree among themselves that if any of them shall, whether by voluntary payment to (other than a Lender obtained voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by such Lender realization upon security, through the exercise of a any right of setoff, set-off or banker’s 's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other event as aforesaid amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender pursuant to an order of the U.S. Court or the Canadian Court or otherwise, those purchases shall be rescinded or must otherwise and the purchase prices paid for such participations shall be restored, each returned to such purchasing Lender which shall have shared ratably to the benefit extent of such payment shallrecovery, by payment in cash or a repurchase but without interest. Each Borrower expressly consents to the foregoing arrangement and agrees that any holder of a participation theretofore sold, return its share of that benefit (together with its share of so purchased may exercise any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise and all rights of paymentbanker's lien, including setoff, banker’s lien set-off or counterclaim, counterclaim with respect to any and all monies owing by such participation Borrower to that holder with respect thereto as fully as if such Lender that holder were a holder of such Loan, LOC Obligation or other obligation in owed the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable participation held by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claimthat holder.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC ObligationsAdvance. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in disbursements under Facility LCs or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Facility LCs and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in disbursements under Facility LCs and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in disbursements under Facility LCs and Swing Line Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders assignment of or sale of a participation in any of its Loans or participations in disbursements under Facility LCs to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.02 to share in the benefits of any recovery on such secured claimparagraph shall apply).

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (n) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (o) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under this assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant pursuant to Section 12.02 to share in the benefits of any recovery on such secured claim12.01.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Loans (other than payments received pursuant to Article 3SUBSECTIONS 2.17(b), 2.18 and 2.19) in a greater proportion than that received by any other Lenderits Pro Rata Share of such Loans, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising 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 Obligations or such Advance 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 Revolving Loan. In case any such payment is disturbed by legal process, or Participation Interests in otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender, other than Indebtedness evidenced by any of the Notes held by such LOC ObligationsLender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by such Notes. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation mayBorrower agrees, to the fullest extent permitted by law, that (x) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participation in such excess to other Lenders, and (y) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of paymentset-off, including setoffbankers' lien, banker’s lien counterclaim or counterclaim, similar rights with respect to such participation as fully as if such Lender were a direct holder of such Loan, LOC Obligation or Loans and other obligation Obligations in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance (other than a Competitive Bid Advance) or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance (other than a Competitive Bid Advance) or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant owing to Article 3) it in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to (i) notify the Administrative Agent of such fact and (ii) purchase a portion of participations (for cash at face value) in the Loans comprising such Advance Obligations held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase acquisition each Lender will hold its ratable proportion of Loans comprising the then outstanding Obligations; provided that (i) if any such Advance participations are purchased and all or Participation Interests in any portion of the payment giving rise thereto is recovered, such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 10.2 shall not be construed to apply to (x) any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans to any assignee or Participant, return its share other than to the Borrower or any Subsidiary thereof (as to which the provisions of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment this Section 10.2 shall have been rescinded or otherwise restoredapply). The Borrowers agree Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against the Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any the Bankruptcy Code or under other applicable bankruptcy, insolvency or other similar lawlaw now or hereafter in effect, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 10.2 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 12.02 10.2 to share in the benefits of any recovery on such secured claim. 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 Obligations or other 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 or other protection ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in disbursements under Facility LCs or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in disbursements under Facility LCs and Swingline Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in disbursements under Facility LCs and Swingline Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in disbursements under Facility LCs and Swingline Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders assignment of or sale of a participation in any of its Loans or participations in disbursements under Facility LCs to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.02 to share in the benefits of any recovery on such secured claim.paragraph shall apply). ARTICLE XII

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (i) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this Section 12.02 to share in the benefits of any recovery on such secured claimparagraph shall apply).

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon any of its share Committed Loans or participations in Facility Letters of any Advance or LOC Obligations Credit (other than payments received pursuant to Article 3Sections 3.01, 3.02 or 3.04) in a greater proportion than that received by any other LenderLender with respect to Committed Loans or participations in Facility Letters of Credit, such Lender agrees, promptly upon demand, to purchase a portion of the such Committed Loans comprising such Advance or participations held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its Pro Rata Share of all Committed Loans or participations in Facility Letters of Credit. If any Lender, whether by setoff or otherwise, has payment made to it upon any of its Competitive Bid Loans (other than payments received pursuant to Sections 3.01, 3.02 or 3.04) in a greater proportion than that received by any other Lender with respect to Competitive Bid Loans having the same principal repayment terms and made pursuant to the same Competitive Bid Quote Request, such Lender agrees, promptly upon demand, to purchase a portion of such Competitive Bid Loans held by the other Lenders so that after such purchase each Lender which has Competitive Bid Loans made pursuant to the same Competitive Bid Quote Request outstanding at the time of such payment will hold its ratable proportion of all Competitive Bid Loans comprising made pursuant to such Advance Competitive Bid Quote Request then outstanding, such ratable proportion to be determined solely by reference to all such Competitive Bid Loans then outstanding. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any recovery on such secured claimpayment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Loans (other than payments received pursuant to Article 3Sections 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance Loans. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in proportion to their Loans. In case any recovery such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lenders and their respective successors and assigns, except that (i) the Borrower shall not have the right to assign its rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such secured claimLoan. Participations.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC ObligationsAdvance. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree Each Loan Party agrees that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Overnight Base Rate and thereafter at a per annum rate equal to the Alternate Overnight Base Rate plus two percent (2%) per annum until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Loans (other than payments received pursuant to Article 3Sections 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance Loans. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in proportion to their Loans. In case any recovery such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS Successors and Assigns. The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrowers and the Lenders and their respective successors and assigns, except that (i) the Borrowers shall not have the right to assign their rights or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in compliance with Section 12.3. The parties to this Agreement acknowledge that clause (ii) of this Section 12.1 relates only to absolute assignments and does not prohibit assignments creating security interests, including, without limitation, (x) any pledge or assignment by any Lender of all or any portion of its rights under this Agreement and any Note to a Federal Reserve Bank or (y) in the case of a Lender which is a fund, any pledge or assignment of all or any portion of its rights under this Agreement and any Note to its trustee in support of its obligations to its trustee; provided, however, that no such pledge or assignment creating a security interest shall release the transferor Lender from its obligations hereunder unless and until the parties thereto have complied with the provisions of Section 12.3. The Administrative Agent may treat the Person which made any Loan or which holds any Note as the owner thereof for all purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the Administrative Agent may in its discretion (but shall not be required to) follow instructions from the Person which made any Loan or which holds any Note to direct payments relating to such Loan or Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of such assignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making such request or giving such authority or consent is the owner of the rights to any Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the rights to such secured claimLoan. Participations.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 3a Competitive Bid Advance) 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 such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC ObligationsAdvance. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant owing to Article 3) it in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to (i) notify the Administrative Agent of such fact and (ii) purchase a portion of participations (for cash at face value) in the Loans comprising such Advance Obligations held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase acquisition each Lender will hold its ratable proportion of Loans comprising the then-outstanding Obligations; provided that (i) if any such Advance participations are purchased and all or Participation Interests in any portion of the payment giving rise thereto is recovered, such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 11.2 shall not be construed to apply to (x) any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in Reimbursement Obligations or Swingline Loans to any assignee or Participant, return its share other than to the Borrower or any Subsidiary thereof (as to which the provisions of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment this Section 11.2 shall have been rescinded or otherwise restoredapply). The Borrowers agree Borrower consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against the Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any the Bankruptcy Code or under other applicable bankruptcy, insolvency or other similar lawlaw now or hereafter in effect, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 11.2 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section 12.02 11.2 to share in the benefits of any recovery on such secured claim.. 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 Obligations or other 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 or other protection ratably in proportion to their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. ARTICLE XII

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Credit Exposure (other than payments received pursuant to Article 3Section 3.1, 3.2, 3.4 or 3.5 or as contemplated by clause (i) of the last sentence of the first paragraph of Section 8.2) in a greater proportion than that received by any other similarly situated Lender, such Lender agrees, promptly upon demand, to purchase a portion of participation in the Loans comprising such Advance Aggregate Outstanding Revolving Credit Exposure or Term Loans, as applicable, held by the other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal on their respective Credit Exposures. If any Lender, whether in connection with setoff or amounts which might be subject to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent setoff or otherwise, receives collateral or other protection for its Obligations or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff amounts which may be subject to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to take such action necessary such that the extent practicable, exercise its rights benefit of all such collateral shall be shared by the Lenders ratably in respect of such secured claim in a manner consistent accordance with the rights aggregate amount of principal of and accrued interest on their respective Credit Exposures. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. Notwithstanding the Lenders under foregoing, the provisions of this Section 12.02 11.2 shall not be construed to share apply to any payment made by the Borrower pursuant to and in accordance with the benefits express terms of this Agreement (for the avoidance of doubt, as in effect from time to time) or any recovery on such secured claim.payment obtained by a Lender as consideration for any permitted assignment of or sale of a participation in any of its Loans or participations in Reimbursement Obligations or Swing Line Loans

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (a) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (b) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under this assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant pursuant to Section 12.02 to share in the benefits of any recovery on such secured claim.12.01. 107

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, greater proportion shall purchase (for cash at face value) participations in the Loans and participations in LC Disbursements and Swingline Loans of other Lenders to purchase a the extent necessary so that the amount of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amounts of principal of and accrued interest on their Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the Loans comprising payment giving rise thereto is recovered, such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment shall, made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment in cash obtained by a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant, return its share of that benefit (together with its share other than to any Borrower, any other Subsidiary or any Affiliate of any accrued interest payable with respect thereto) of the foregoing (as to each Lender whose payment which the provisions of this paragraph shall have been rescinded or otherwise restoredapply). The Borrowers agree Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against each Borrower rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation the Borrower in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations (other than payments received pursuant to Article 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 comprising such that Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such that Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s 's lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s 's lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Loans (other than payments received pursuant to Article 3SUBSECTION 2.19) in a greater proportion than that received by any other Lenderits Pro Rata Share of such Loans, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, received collateral or other protection for its Obligations or such Advance 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 Loans. In case any such payment is disturbed by legal process, or Participation Interests in otherwise, appropriate further adjustments shall be made. If an amount to be setoff to be applied to Indebtedness of the Borrower to a Lender, other than Indebtedness evidenced by any of the Notes held by such LOC ObligationsLender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by such Notes. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation mayBorrower agrees, to the fullest extent permitted by law, that (x) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participation in such excess to other Lenders, and (y) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of payment, including setoff, banker’s lien bankers' lien, counterclaim or counterclaim, similar rights with respect to such participation as fully as if such Lender were a direct holder of such Loan, LOC Obligation or Loans and other obligation Obligations in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Outstanding Credit Exposure (other than payments received pursuant to Article 3Section 3.1, 3.2, 3.4 or 3.5 and payments made to any Issuer in respect of Reimbursement Obligations so long as the Lenders have not funded their participations therein) 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 such Advance Aggregate Outstanding Credit Exposure held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of Loans comprising such Advance the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any recovery such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) any payment made by or on such secured claimbehalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of .CHAR1\1170499v7 Cash Collateral provided for in Section 2.22, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letter of Credit Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower, the Guarantor or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Outstanding Credit Exposure (other than payments received pursuant to Article 3Section 3.1, 3.2, 3.4 or 3.5 and payments made to any Issuer in respect of Reimbursement Obligations so long as the Lenders have not funded their participations therein) 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 such Advance Aggregate Outstanding Credit Exposure held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion Pro Rata Share of Loans comprising such Advance the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment amounts which might be subject to a Lender obtained by such Lender through the exercise of a right of setoffsetoff or otherwise, banker’s lien, counterclaim receives collateral or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return protection for its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent Obligations or such other Lender pursuant amounts which may be subject to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliessetoff, such Lender shallagrees, promptly upon demand, to the extent practicable, exercise its rights in respect of take such secured claim in a manner consistent with the rights of the action necessary such that all Lenders under this Section 12.02 to share in the benefits of such collateral ratably in accordance with their respective Pro Rata Shares. In case any recovery such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. For the avoidance of doubt, the provisions of this Section shall not be construed to apply to (A) any payment made by or on such secured claimbehalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 2.22, or (C) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in Letter of Credit Obligations or Swing Line Loans to any assignee or participant, other than an assignment to the Borrower, the Guarantor or any Subsidiary thereof (as to which the provisions of this Section shall apply).

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations greater than payments received pursuant to Article 3) in a its pro rata share thereof as provided herein, then the Lender receiving such greater proportion than shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that received the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that: (i) if any other Lender, such Lender agrees, promptly upon demand, to purchase a participations are purchased and all or any portion of the Loans comprising payment giving rise thereto is recovered, such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid participations shall be rescinded or must otherwise be restored, each Lender which shall have shared and the benefit purchase price promptly restored to the extent of such recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment shallmade by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (y) any payment obtained by payment in cash a Lender as consideration for the assignment of or a repurchase sale of a participation theretofore soldin any of its Loans to any assignee or participant, return its share other than to the Parent or any Subsidiary thereof (as to which the provisions of that benefit (together with its share of any accrued interest payable with respect thereto) this paragraph shall apply). Each Loan Party consents to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender so purchasing such acquiring a participation may, pursuant to the fullest extent permitted by law, foregoing arrangements may exercise all against each Loan Party rights of payment, including setoff, banker’s lien or counterclaim, setoff and counterclaim with respect to such participation as fully as if such Lender were a holder direct creditor of such Loan, LOC Obligation or other obligation each Loan Party in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.ARTICLE XII

Ratable Payments. If, after the occurrence of a Default, If any Lender, whether by setoff or otherwise, has payment made to it upon its share of any Advance or LOC Obligations Loans (other than payments received pursuant to Article 3SUBSECTIONS 2.19(B), 2.20 and 2.21) in a greater proportion than that received by any other Lenderits Pro Rata Share of such Loans, such Lender agrees, promptly upon demand, to purchase a portion of the Loans comprising such Advance held by the other Lenders or to purchase a Participation Interest in such LOC Obligations so that after such purchase each Lender will hold its ratable proportion of Loans comprising 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 Obligations or such Advance 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 Revolving Loan. In case any such payment is disturbed by legal process, or Participation Interests in otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender, other than Indebtedness evidenced by any of the Notes held by such LOC ObligationsLender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness evidenced by such Notes. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation mayBorrower agrees, to the fullest extent permitted by law, that (x) any Lender may exercise its right to set off with respect to amounts in excess of its Pro Rata Share of the Obligations and may sell participation in such excess to other Lenders, and (y) any Lender so purchasing a participation in the Loans made or other Obligations held by other Lenders may exercise all rights of paymentset-off, including setoffbankers' lien, banker’s lien counterclaim or counterclaim, similar rights with respect to such participation as fully as if such Lender were a direct holder of such Loan, LOC Obligation or Loans and other obligation Obligations in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together with interest thereon if paid within two Business Days of the date when such amount is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders under this Section 12.02 to share in the benefits of any recovery on such secured claim.

Ratable Payments. IfIf any Lender shall, after the occurrence by exercising any right of a Default, any Lender, whether by setoff or counterclaim or otherwise, has obtain payment made to it upon its share in respect of any Advance principal of or LOC Obligations (other than payments received pursuant to Article 3) interest on any of its Loans or participations in LC Disbursements or Swing Line Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and participations in LC Disbursements and Swing Line Loans and accrued interest thereon than that the proportion received by any other Lender, then the Lender receiving such Lender agrees, promptly upon demand, to greater proportion shall purchase a portion of (for cash at face value) participations in the Loans comprising such Advance held by the and participations in LC Disbursements and Swing Line Loans of other Lenders or to purchase a Participation Interest in such LOC Obligations the extent necessary so that after such purchase each Lender will hold its ratable proportion of Loans comprising such Advance or Participation Interests in such LOC Obligations. The Lenders further agree among themselves that if payment to a Lender obtained by such Lender through the exercise of a right of setoff, banker’s lien, counterclaim or other event as aforesaid shall be rescinded or must otherwise be restored, each Lender which shall have shared the benefit of such payment shall, by payment in cash or a repurchase of a participation theretofore sold, return its share of that benefit (together with its share of any accrued interest payable with respect thereto) to each Lender whose payment shall have been rescinded or otherwise restored. The Borrowers agree that any Lender so purchasing such a participation may, to the fullest extent permitted by law, exercise all rights of payment, including setoff, banker’s lien or counterclaim, with respect to such participation as fully as if such Lender were a holder of such Loan, LOC Obligation or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender or the Administrative Agent shall fail to remit to the Administrative Agent or any other Lender an amount payable by such Lender or the Administrative Agent to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall be made together shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest thereon on their respective Loans and participations in LC Disbursements and Swing Line Loans; provided that (a) if paid within two Business Days any such participations are purchased and all or any portion of the date when such amount payment giving rise thereto is due at a per annum rate equal to the Federal Funds Effective Rate and thereafter at a per annum rate equal to the Alternate Base Rate until the date such amount is paid to the Administrative Agent or such other Lender. If under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 12.02 appliesrecovered, such Lender shall, participations shall be rescinded and the purchase price restored to the extent practicable, exercise its rights in respect of such secured claim recovery, without interest, and (b) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in a manner consistent accordance with the rights express terms of this Agreement or any payment obtained by a Lender as consideration for the Lenders under this assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant pursuant to Section 12.02 to share in the benefits of any recovery on such secured claim.12.01. 114