Common use of Ratable Sharing Clause in Contracts

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative each Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeDebtor Relief Laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.18 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Term Loans or other Obligations owed to it. For purposes of clause (a)(iii) of Section 2.21, a Lender that acquires a participation pursuant to this Section 2.18 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Term Loan to which such participation relates.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off setoff or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other the Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Loan Parties expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers such Loan Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Swing Line Loans, Protective Advances or Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.21 or 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any “cashless roll” effected in accordance with Section 1.8 or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of Letters of Credit and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Obligations owing to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Revolving Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Revolving Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeLaw, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Revolving Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each Lender that is deemed to be the seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders Lenders, so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to each of them, respectively; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those the foregoing purchases of participations shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Lender(s) ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of Letters of Credit, and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by the Borrowers to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by any of the Borrowers pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender, or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral Cash Collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender of the same Class in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders of the same Class so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders of the same Class in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it (other than to Borrower or any of its Subsidiaries (other than pursuant to Section 10.6(i)).

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender from a Borrower hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Except as otherwise permitted by this Agreement, Lenders hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.13 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender in writing of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.10(d), 2.13(d) or 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii), (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement or (iv) any payment obtained by any Revolving Lender or Issuing Bank pursuant to and in accordance with the last paragraph of Section 5.02 of the Pledge and Security Agreement.

Ratable Sharing. Lenders hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and any other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower with respect to that holder with respect thereto participation as fully as if that holder were owed a direct creditor of Borrower in the amount of such participation. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of any Loan Document or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation held by that holderin any of its Loans or other Obligations owed to it.

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

Ratable Sharing. The Lenders hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the foregoing arrangement Borrower pursuant to and agrees that in accordance with the express terms of this Agreement or (b) any holder payment obtained by any Lender as consideration for the assignment or sale of a participation so purchased may exercise in any and all rights of banker's lienits Loans or other Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security arising in connection with any cash pooling, netting or set-off or counterclaim with respect to arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holdercredit balances.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company or any of its Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. 130

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of facility fees or commitment fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) ), which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) ), or such other adjustments as shall be equitable, in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Credit Parties and each of their Subsidiaries expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Credit Parties or any of their Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders to the U.S. Borrower agree among themselves, on the one hand, and the Lenders to the Foreign Borrower hereby agree among themselves that themselves, on the other hand, that, except as otherwise provided in the Security Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers any Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or payments made with proceeds of Collateral applied as set forth in Section 2.15(d) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. For the avoidance of doubt, no Lender to the Foreign Borrower shall make payments to a Lender to the U.S. Borrower pursuant to this Section 2.17.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, premium, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees agrees, to the fullest extent that it may do so under applicable law, that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the Fee Letter, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Companies expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Companies to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided herein and in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Swing Line Loans, Protective Advances or Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off consolidation, set‑off or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.17 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including pursuant to Section 2.22 or 2.23 or any Extension Agreement or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, however, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Loan Parties expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers such Loan Party to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that that, except as (x) may otherwise be separately agreed in writing among all of the Lenders and the Agents or, if applicable, in the Agreement Among Lenders, or (y) otherwise provided in this Agreement with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Term Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents or under any separate agreement in writing among all of Lenders and the Agents as to any such payment or reduction (collectively, the "AGGREGATE AMOUNTS DUE" “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 (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Parent Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Parent Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Parent Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross 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, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holderholder directly by Company.

Ratable Sharing. Lenders hereby agree Each Bank agrees with the other Bank that (i) with respect to all amounts received by it which are ap-plicable to the payment of principal of or interest on the Revolv-ing Credit Loans and the Revolving Credit Facility Commitment Fees, including, without limitation, all amounts re-ceived by such Bank pursuant to the exercise of the right of setoff pursuant to Section 9.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms of this Agreement)their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise exer- cise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obliga-tions, and (ii) if any of them shall exercise any right under of counter-claim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrower hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Borrower to it hereunder with respect to the Revolving Credit Loans, and (b) all amounts otherwise owed by the Borrower to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, bank-er's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment pay-ment or reduction of a proportion of the aggregate amount of principalprin-cipal and interest due with respect to the Revolving Credit Loans made by that Bank or any participation therein, interest, fees and or any other amounts then due and owing to that Lender amount payable hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent Bank of such payment receipt and (iiz) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Revolving Credit Facility Pro Rata Shares; provided that if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Credit Loan may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto par-ticipant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. Lenders and each subsequent holder by acceptance of a Note hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender or holder hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such LenderLender or holder) which is greater than the proportion received by any other Lender or holder of the Notes in respect of the Aggregate Amounts Due to such other LenderLender or holder, then the Lender or holder of the Notes receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders and holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders and holders of the Notes in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender or holder is thereafter recovered from such Lender or holder upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender or holder ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance 134 with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees agrees, to the fullest extent that it may do so under applicable law, that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of the Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Borrowers or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned restored to such purchasing Lender Lender, ratably to the extent of such recovery, recovery but without interest. The Borrowers expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by the Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeCode or any other Debtor Relief Law, receive payment or reduction of a proportion portion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) 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 immediately (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a such proportionally greater portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such the participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by Company pursuant to and in accordance with the express terms of any Credit Document, including the application of funds arising from the existence of a Defaulting Lender, or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.‌

Ratable Sharing. Lenders hereby agree Each Bank agrees with each other Bank that (i) with respect to all amounts received by them which are applicable to the payment of principal of or interest on the Revolving Loans and amounts payable in respect of the Letters of Credit or Commitment Fees, including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of setoff pursuant to Section 8.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms of this Agreement)their respective Pro Rata Shares whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set- off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrower hereunder or in respect of the Letters of Credit, that Bank shall apportion the amount recovered as a result of the exer- cise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Borrower to it hereunder, and (b) all amounts otherwise owed by the Borrower to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Bank- ruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Loans made by that Bank or amounts payable in respect of any Letter of Credit or any participation therein, interest, fees and or any other amounts then due and owing to that Lender amount payable hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Agent of such payment receipt and (iiz) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Banks in proportion to the Aggregate Amounts Due to themtheir respective Pro Rata Shares; provided that if all or of part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseBank, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that Bank to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement arrangements and agrees that any holder participant in respect of a participation so purchased any Revolving Loan may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto participant as fully as if that holder participant were owed a Bank in the amount of the such participation held by that holderparticipant.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided herein or in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon securitypayment, through the exercise of any right of set-set- off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than such Lender would be entitled pursuant to this Agreement (after giving effect to the proportion received by any other Lender in respect priority of payments determining application of payments to the Aggregate Amounts Due to such other LenderLenders), then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents Credit Documents, or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codeany Insolvency Legislation, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other such Lender in respect of the Aggregate Amounts Due would be entitled pursuant to such other Lenderthis Agreement, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative the Facility Agent, the Verification Agent and each other Lender the Class B Agent of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all the recovery of such recoveries of Aggregate Amounts Due shall be shared by all the applicable Lenders in proportion to the Aggregate Amounts Due to themthem pursuant to this Agreement; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Except as otherwise provided herein, Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off off, consolidation or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.11 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross 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, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all the Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing the Lender is thereafter recovered from such Lender upon the bankruptcy bankruptcy, reorganization or reorganization insolvency proceeding of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that that, except as otherwise provided in the Fee Letters, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to “Aggregate Amounts Due”to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by any Credit Party pursuant to and in accordance with the express terms of any Credit Document (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of any principal, interest, amounts payable in respect of Letters of Credit and fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (ii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Obligations owing to it.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each 126 134 other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders to the U.S. Borrower agree among themselves, the Lenders to the European Borrower hereby agree among themselves that themselves, and the Lenders to the Hong Kong Borrower hereby agree among themselves, that, except as otherwise provided in any Security Document with respect to amounts realized from the exercise of rights with respect to any Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the foregoing arrangement and agrees that express terms of this Agreement or (b) any holder payment obtained by any Lender as consideration for the assignment or sale of a participation so purchased may exercise in any and all rights of banker's lienits Loans or other Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security arising in connection with any cash pooling, netting or set-off or counterclaim with respect to arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holdercredit balances.

Ratable Sharing. Lenders hereby agree Each Bank agrees with the other Bank that (i) with respect to all amounts received by it which are applicable to the payment of principal of or interest on the Revolving Credit Loans and the Revolving Credit Facility Commitment Fees, including, without limitation, all amounts received by such Bank pursuant to the exercise of the right of setoff pursuant to Section 11.2 hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied the Banks proportionately in accordance with the terms of this Agreement)their respective Revolving Credit Facility Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations, and (ii) if any of them shall exercise any right under of counterclaim, set-off, banker's lien or similar right with respect to amounts owed by the Loan Documents Borrowers hereunder, that Bank shall apportion the amount recovered as a result of the exercise of such right pro rata in accordance with (a) all amounts outstanding at such time owed by the Borrowers to it hereunder with respect to the Revolving Credit Loans, and (b) all amounts otherwise owed by the Borrowers to it, and (iii) if any of them shall thereby through the exercise of any right of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalprincipal and interest due with respect to the Revolving Credit Loans made by that Bank or any participation therein, interest, fees and or any other amounts then due and owing to that Lender amount payable hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amount Due" to such Lender) Bank), which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Amount Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (iy) notify Administrative Agent and each other Lender of Bank and the receipt Administrative Bank of such payment receipt and (iiz) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.by

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the 149 aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise (whether by litigation, demand, settlement or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders The Banks hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender such Bank hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderBank) which is greater than the proportion received by any other Lender Bank in respect of the Aggregate Amounts Due to such other LenderBank, then the Lender Bank receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender Bank of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders Banks so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Banks in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender Bank is thereafter recovered from such Lender Bank upon the bankruptcy or reorganization of either such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Bank ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-set off or counterclaim with respect to any and all monies owing by Borrowers each Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii) or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, 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 fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-set off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Subject to the terms of the Intercreditor Agreement, Lenders hereby agree among themselves that that, except as otherwise provided in the Collateral Documents with respect to SECOND LIEN CREDIT AND XXXXXXXX XXXXXXXXX 000000-Xxx Xxxx Server 7A EXECUTION amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, premiums, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender in the Chapter 11 Cases or upon the any other bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, consolidation, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Bridge Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeLaws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Bridge Loans or other Obligations owed to it. For purposes of clause (a)(iii) of Section 2.17, a Lender that acquires a participation pursuant to this Section 2.14 shall be treated as having acquired such participation on the earlier date on which such Lender acquired the applicable interest in the Bridge Loan to which such participation relates.

Ratable Sharing. Lenders hereby agree among themselves that if If any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of exercising any right of set-off setoff or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, obtain payment in respect of any principal of, premium, if any, or as adequate protection interest on any of a deposit treated as cash collateral under the Bankruptcy Code, receive its Loans or other obligations hereunder resulting in such Lender receiving payment or reduction of a proportion of the aggregate amount of principal, interest, fees its Loans and accrued interest thereon or other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is obligations greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lenderits Pro Rata Share thereof as provided herein, then the Lender receiving such proportionately greater payment proportion shall (ia) notify the Administrative Agent of such fact, and each (b) purchase (for cash at face value) participations in the Loans and such other Lender obligations of the receipt of other Lenders, or make such payment and (ii) apply a portion of such payment to purchase participations (which it other adjustments as shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders equitable, so that the benefit of all such recoveries of Aggregate Amounts Due payments shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that provided: (i) if any such participations are purchased and all or part any portion of the payment giving rise thereto is recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases participations shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably price restored to the extent of such recovery, but without interest; and (ii) the provisions of this Section 2.17 shall not be construed to apply to (A) any payment made by the BorrowersBorrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letters of Credit to any assignee or Participant, other than to the BorrowersBorrower or any of the Restricted Subsidiaries (as to which the provisions of this Section shall apply). Borrowers expressly consent Each Credit Party consents to the foregoing arrangement and agrees agrees, to the extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation so purchased pursuant to the foregoing arrangements may exercise any and all against each Credit Party rights of banker's lien, set-off or setoff and counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such Lender were owed a direct creditor of each Credit Party in the amount of the participation held by that holdersuch participation.

Ratable Sharing. Lenders hereby agree among themselves themselves, that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers the Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it in accordance with the express terms of this Agreement.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of the Letters of Credit and the IRB Reimbursement Agreement, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter 146 recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation partic ipation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. 148

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise (whether by litigation, demand, settlement or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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

Ratable Sharing. Lenders hereby agree among themselves that if If any of them shall, whether by voluntary DIP Lender shall obtain any payment or reduction (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of including any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or amounts received as adequate protection of a bank account deposit treated as cash collateral under the Bankruptcy Code) of any Obligation of Borrowers hereunder (whether voluntary, receive payment involuntary, through the exercise of any right of set off or reduction otherwise) in excess of a proportion its Pro Rata share of the aggregate amount payments or reductions on account of principalsuch Obligations obtained by all DIP Lenders, interest, fees and other amounts then due and owing to that such DIP 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 forthwith (i) notify Administrative the other DIP Lenders and DIP Agent and each other Lender of the receipt of such payment receipt and (ii) apply a portion of purchase from the other DIP Lenders such payment to purchase participations (which it in the affected Obligations as shall be deemed necessary to have purchased from each seller cause such purchasing DIP Lender to share the excess payment or reduction, net of costs incurred in connection therewith, on 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 themPro Rata basis; provided that if all or part any portion of such proportionately greater excess payment received by such purchasing Lender or reduction is thereafter recovered from such purchasing DIP Lender upon or additional costs are incurred, the bankruptcy or reorganization of either Borrower or otherwise, those purchases purchase shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably price restored to the extent of such recoveryrecovery or such additional costs, but without interest. Borrowers expressly consent to the foregoing arrangement and Each Borrower agrees that any holder of DIP Lender so purchasing a participation so purchased may from another DIP Lender pursuant to this Section 12.5 may, to the fullest extent permitted by Applicable Law, exercise any and all of its rights of banker's lien, set-off or counterclaim payment (including the right of set off) with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such DIP Lender were owed the direct creditor of Borrowers in the amount of such participation; provided that no DIP Lender shall set off against any Dominion Account without DIP Agent’s prior consent. Notwithstanding the participation held foregoing, if a Defaulting DIP Lender obtains a payment or reduction of any Obligation, it shall immediately turn over the amount thereof to DIP Agent for application under Section 3.2.2, and such Defaulting DIP Lender shall provide a written statement to DIP Agent describing the Obligation affected by that holdersuch payment or reduction.

Ratable Sharing. Subject to Article II hereof, the Lenders hereby agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 2.04) hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in proportion to the respective principal amounts of the Loans then outstanding to each Lender (or if any no Loans are outstanding, ratably according to the respective amount of them shalleach Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan Commitment to all Term Loan Commitments), whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 2.04 hereof) or the Collateral, (b) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) Obligations held by it which is greater than its ratable share, determined in proportion to the proportion received by any other Lender in respect respective principal amounts of the Aggregate Amounts Due Loans then outstanding to such other each Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan Commitment to all Term Loan Commitments), then of the Lender payments on account of Obligations (excluding the fees described in Section 2.04 hereof), the one receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due obligations shall be shared by all Lenders applied ratably in proportion to respective principal amounts of the Aggregate Amounts Due Loans then outstanding to themeach Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan Commitment to all Term Loan Commitments); provided provided, however, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest. Borrowers expressly consent interest except to the foregoing arrangement and agrees extent the purchasing party is required to pay interest in connection with such recovery. The Co-Borrowers agree that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 11.05 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lien, set-off or counterclaim payment with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Co-Borrowers in the amount of such participation. For purposes of this Section 11.05, the participation held by that holder.Swap Agreement shall not be included as part of the 107

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due of the same Class to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or 144 reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off consolidation, set‑off or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii) or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(g), then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, giving effect to the provisions of Section 2.16(g), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders Vendors hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans Forbearances made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Codebankruptcy laws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender Vendor hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such LenderVendor) which is greater than the proportion received by any other Lender Vendor in respect of the Aggregate Amounts Due to such other LenderVendor, then the Lender Vendor receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender Vendor 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 cash 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 Vendors so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders Vendors 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 Vendor is thereafter recovered from such Lender Vendor upon the bankruptcy or reorganization of either Borrower Purchaser or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender Vendor ratably to the extent of such recovery, but without interest. Borrowers Purchaser expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees fees, and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment payment, and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, then those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations assignments (which it shall be deemed to have purchased from each seller of a participation an assignment simultaneously upon the receipt by such seller of its portion of such payment) in of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such 152 purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Holdings, Company or any other Loan Party or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder purchaser of a participation an assignment so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect a Lender as to any and all monies owing by Borrowers to that holder with respect thereto such assignment as fully as if that holder were owed Lender had complied with the amount provisions of subsection 11.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the participation held by that holderassignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Subject to Article II hereof, the Lenders hereby agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 2.05) hereof, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in proportion to the respective principal amounts of the Loans then outstanding to each Lender (or if any no Loans are outstanding, ratably according to the respective amount of them shalleach Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan #1 140 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments), whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations (excluding the fees described in Section 2.05 hereof) or the Collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) Obligations held by it which is greater than the proportion received by any other Lender in respect its ratable share of the Aggregate Amounts Due payments on account of Obligations (excluding the fees described in Section 2.05 hereof), determined in proportion to such other the respective principal amounts of the Loans then outstanding to each Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's Revolving Credit Commitment to all Revolving Credit Commitments and each Lender's Term Loan #1 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments), then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due such Obligations owed to the other Lenders so that all such recoveries with respect to such Obligations shall result in the remaining principal balance of Aggregate Amounts Due shall be shared by all Lenders the Loans then outstanding as to each Lender being in proportion such amounts so as to reflect each said Lender's Pro Rata Share as determined immediately prior to each such recovery (or if no Loans are outstanding, ratably according to the Aggregate Amounts Due respective amount of each Lender's Revolving Credit Commitment to themall Revolving Credit Commitments and each Lender's Term Loan #1 Commitment and Term Loan #2 Commitment to all of the Term Loan Commitments, as determined immediately prior to each such recovery); provided provided, however, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest. Borrowers expressly consent interest except to the foregoing arrangement and agrees extent the purchasing party is required to pay interest in connection with such recovery. The Co-Borrowers agree that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this Section 11.05 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lien, set-off or counterclaim payment with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Co-Borrowers in the amount of such participation. For purposes of this Section 11.05, the participation held by Swap Agreement shall not be included as part of the defined term "Obligations" in determining, as set forth above, all amounts that holdershall be shared ratably amongst the Lenders.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that PROVIDED, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender from a Borrower hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either such Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers such Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by 122 131 such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders Holders hereby agree among themselves that that, except as otherwise provided in the Security Instruments with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made Notes purchased and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Note Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender such Holder hereunder or under the other Loan Note Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such LenderHolder) which is greater than the proportion received by any other Lender Holder in respect of the Aggregate Amounts Due to such other LenderHolder, then the Lender Holder receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender Holder of the receipt of such payment and (iib) apply a portion of such payment to purchase participations Notes (which it shall be deemed to have purchased from each seller of a participation Note simultaneously upon the receipt by such seller of its portion of such payment) in the ratable Aggregate Amounts Due to the other Lenders the Holders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders the Holders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender Holder is thereafter recovered from such Lender Holder upon the bankruptcy or reorganization of either Borrower the Issuer or otherwise, those purchases to that extent shall be rescinded and the purchase prices paid for such participations Notes shall be returned to such purchasing Lender Holder ratably to the extent of such recovery, but without interest. Borrowers The Issuer expressly consent consents to the foregoing arrangement and agrees that any holder Holder of a participation Note so purchased may exercise any and all rights of banker's ’s lien, set-set off or counterclaim with respect to any and all monies owing by Borrowers the Issuer to that holder Holder with respect thereto as fully as if that holder Holder were owed the amount of the participation Note held by that holderXxxxxx.

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

Ratable Sharing. Subject to Section 7.2, the Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.11 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express provisions hereof or (b) any payment obtained by a Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations assignments (which it shall be deemed to have purchased from each seller of a participation an assignment simultaneously upon the receipt by such seller of its portion of such payment) in of the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower the Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations assignments shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Company expressly consent consents to the foregoing arrangement and agrees that any holder purchaser of a participation an assignment so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect a Lender as to any and all monies owing by Borrowers to that holder with respect thereto such assignment as fully as if that holder were owed Lender had complied with the amount provisions of subsection 10.1B with respect to such assignment. In order to further evidence such assignment (and without prejudice to the effectiveness of the participation held by that holderassignment provisions set forth above), each purchasing Lender and each selling Lender agree to enter into an Assignment Agreement at the request of a selling Lender or a purchasing Lender, as the case may be, in form and substance reasonably satisfactory to each such Lender.

Ratable Sharing. Lenders hereby agree among themselves Each Lender agrees that if any of them it shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any a right of set-off or banker's ’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by counterclaim such Lender under any applicable bankruptcy, insolvency or cross action or by the enforcement of any right under the Loan Documents other similar law 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, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender means (but excluding any sale or participation of its Loans to a Person other than the Borrower or an Affiliate thereof, which shall be included), obtain payment (voluntary or involuntary) in respect of any principal of or interest on any Loan as a result of which the Aggregate Amounts Due unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall (a) notify the Administrative Agent of such fact and (b) be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, then so that the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender aggregate unpaid principal amount of the receipt of such payment Loans and (ii) apply a portion of such payment to purchase participations (which it in Loans held by each Lender shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in same proportion to the Aggregate Amounts Due aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to themsuch exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided provided, however, that if all any such purchase or part of purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy purchase or reorganization of either Borrower purchases or otherwise, those purchases adjustments shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, set-off setoff or counterclaim or other event with respect to any and all monies moneys owing by Borrowers the Borrower to that holder with respect thereto such Lender by reason thereof as fully as if that holder were owed such Lender had made a Loan directly to the Borrower in the amount of the participation held by that holdersuch participation.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which that is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other LenderLender hereunder, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to themthem hereunder; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise (and whether by litigation, demand, settlement or otherwise), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that that, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.15 shall not be construed to apply to (a) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees fees, and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate 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 (ia) notify Administrative Agent and each other Lender of the receipt of such payment payment, and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, then those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations partici pations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's 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 facility fees or commitment fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) ), which is greater than the proportion received by any other Lender in respect to of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify the Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase 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 $1,100,000,000 CREDIT AGREEMENT of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower and each of its Subsidiaries expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower or any of its Subsidiaries to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in Section 5.2(f) and ARTICLE XIII) equitable adjustment will be made so that, in effect, all such amounts will be shared among them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied ratably in accordance with the terms of this Agreement)their Pro Rata Shares, whether received by voluntary payment, by realization upon security, through the exercise of any the right of set-off setoff or banker's lien, by counterclaim or cross action crossaction or by the enforcement of any or all of the Obligations (excluding the amounts described in SECTION 5.2(f) and ARTICLE XIII), (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, setoff, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principalthe Obligations held by it, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other amount which such Lender in respect of the Aggregate Amounts Due is entitled to such other Lenderreceive hereunder, then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due such Obligations owed to the other Lenders others so that all such recoveries of Aggregate Amounts Due with respect to such Obligations shall be shared by all Lenders applied ratably in proportion to the Aggregate Amounts Due to themaccordance with their Pro Rata Shares; provided PROVIDED, HOWEVER, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably party to the extent of necessary to adjust for such recovery, but without interest. Borrowers expressly consent interest except to the foregoing arrangement and extent the purchasing party is required to pay interest in connection with such recovery. The Borrower agrees that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this SECTION 15.6 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lienpayment (including, set-off or counterclaim subject to SECTION 15.5, the right of setoff) with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Borrower in the amount of the participation held by that holdersuch participation.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative the Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided PROVIDED, HOWEVER, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. A. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees amounts payable in respect of Loans, Unpaid Drawings, Letters of Credit, Fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Company expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

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

Ratable Sharing. SUBJECT TO THE TERMS, CONDITIONS AND PROVISIONS OF ARTICLE II AND SECTION 9.03 OF THIS LOAN AGREEMENT, the Lenders hereby agree among themselves that (i) with respect to all amounts received by them which are applicable to the payment of the Obligations (excluding the fees described in SECTION 2.07 hereof), equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in proportion to the respective principal amounts of the Loans then outstanding to each Lender (or if any no Loans are outstanding, ratably according to the respective amount of them shalleach Lender's US Revolving Credit Commitment to all US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments), whether received by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement)payment, by realization upon security, through the exercise of any the right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any or all of the Obligations (excluding the fees described in SECTION 2.07 hereof) or the Collateral and (ii) if any of them shall by voluntary payment or by the exercise of any right under the Loan Documents of counterclaim, set-off, banker's lien or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) Obligations held by it which is greater than the proportion received by any other Lender in respect its ratable share of the Aggregate Amounts Due payments on account of Obligations (excluding the fees described in SECTION 2.07 hereof), determined in proportion to such other the respective principal amounts of the Loans then outstanding to each Lender (or if no Loans are outstanding, ratably according to the respective amount of each Lender's US Revolving Credit Commitment to all US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments), then the Lender receiving such proportionately greater excess payment shall (i) notify Administrative Agent purchase, without recourse or warranty, an undivided interest and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations participation (which it shall be deemed to have purchased from each seller of a participation done simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due such Obligations owed to the other Lenders so that all such recoveries with respect to such Obligations shall result in the remaining principal balance of Aggregate Amounts Due shall be shared by all Lenders the Loans then outstanding as to each Lender being in proportion such amounts so as to reflect each said Lender's Pro Rata Share as determined immediately prior to each such recovery (or if no Loans are outstanding, ratably according to the Aggregate Amounts Due respective amount of each Lender's US Revolving Credit Commitment to themall US Revolving Credit Commitments, each Lender's Acquisition/Term Loan Commitment to all of the Acquisition/Term Loan Commitments and each Lender's Canadian Revolving Credit Commitment to all Canadian Revolving Credit Commitments, all as determined immediately prior to each such recovery); provided PROVIDED, HOWEVER, that if all or part of such proportionately greater excess payment received by such the purchasing Lender party is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwiseit, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably that party to the extent of necessary to adjust for such recovery, but without interest. Borrowers expressly consent interest except to the foregoing arrangement and agrees extent the purchasing party is required to pay interest in connection with such recovery. The Borrowers hereby agree that any holder of Lender so purchasing a participation so purchased may from another Lender pursuant to this SECTION 11.05 may, to the fullest extent permitted by law, exercise any and all its rights of banker's lien, set-off or counterclaim payment with respect to any and all monies owing by Borrowers to that holder with respect thereto such participation as fully as if that holder such Lender were owed the direct creditor of the Borrowers in the amount of such participation. For purposes of this SECTION 11.05, neither the participation held Master Agreement nor any Obligations owed by the Borrowers to any Lender in connection with any Foreign Exchange Contracts shall be included as part of the defined term "Obligations" in determining, as set forth above, all amounts that holdershall be shared ratably by and amongst the Lenders.

Ratable Sharing. The Lenders to the U.S. Borrower agree among themselves, the Lenders to the European Borrower hereby agree among themselves that themselves, and the Lenders to the Hong Kong Borrower hereby agree among themselves, that, except as otherwise provided in any Security Document with respect to amounts realized from the exercise of rights with respect to any Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off set‑off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided provided, that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent The provisions of this Section 2.17 shall not be construed to apply to (a) any payment made by any Borrower pursuant to and in accordance with the foregoing arrangement and agrees that express terms of this Agreement or (b) any holder payment obtained by any Lender as consideration for the assignment or sale of a participation so purchased may exercise in any and all rights of banker's lienits Loans or other Obligations owed to it. The provisions of this Section 2.17 are subject to any security or quasi-security arising in connection with any cash pooling, netting or set-off or counterclaim with respect to arrangement entered into by any Group Member in the ordinary course of its banking arrangements for the purpose of netting debit and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holdercredit balances.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUEAggregate Amounts Due" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers either Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them Lender shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion portion of the aggregate amount of any principal, interest, fees and other amounts then due and payable in respect of participations in Letters of Credit owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is resulting in such Lender receiving payment of a greater proportion of the Aggregate Amounts Due to such Lender than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase (for cash at face value) participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries payments of Aggregate Amounts Due shall be shared by all the Lenders ratably in proportion to accordance with the Aggregate Amounts Due to them; provided that that, if all or part of such proportionately greater payment received by such any purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower any Credit Party or otherwise, those purchases such purchase shall be rescinded and the purchase prices price paid for such participations participation shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Each Credit Party expressly consent consents to the foregoing arrangement arrangements and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off consolidation, setoff or counterclaim with respect to any and all monies owing by Borrowers such Credit Party to that such holder with respect thereto as fully as if that such holder were owed the amount of the participation held by that such holder. The provisions of this Section 2.16 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any other Credit Document (for the avoidance of doubt, as in effect from time to time), including the application of funds arising from the existence of a Defaulting Lender or any payment made by the Borrower pursuant to Section 2.22 or any Extension/Modification Agreement, Incremental Facility Agreement or Refinancing Facility Agreement, (ii) any acceptance by any Lender of any Rollover Indebtedness in accordance with Section 2.12(a)(iii) or (iii) any payment obtained by any Lender as consideration for the assignment of or sale of a participation in Loans or other Obligations owing to it pursuant to and in accordance with the express terms of this Agreement.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreement), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to that Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (i) notify Administrative Agent and each other Lender of the receipt of such payment and (ii) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either any Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrowers expressly consent to the foregoing arrangement and agrees agree that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers any Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's ’s lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, giving effect to the provisions of Section 2.16(h), then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, giving effect to the provisions of Section 2.16(h), those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-off or banker's lien, by counterclaim or cross action or by the enforcement of any right under the Loan Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Credit Documents (collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify Administrative Agent (and Administrative Agent shall notify each other Lender Lender) of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's lien, set-off or counterclaim with respect to any and all monies owing by Borrowers Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.. This

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

Ratable Sharing. The Lenders hereby agree among themselves that if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms of this Agreementhereof), by realization upon security, through the exercise of any right of set-set off or banker's ’s lien, or by counterclaim or cross action or by the enforcement of any right under the Loan Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy CodeLaws, receive payment or reduction of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to that such Lender hereunder or under the other Loan Documents (collectively, the "AGGREGATE AMOUNTS DUE" “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (ia) notify the Administrative Agent and each other Lender of the receipt of such payment and (iib) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided that if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of either the Borrower or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Borrowers The Borrower expressly consent consents to the foregoing arrangement and agrees that any holder of a participation so purchased may exercise any and all rights of banker's ’s lien, set-consolidation, set off or counterclaim with respect to any and all monies owing by Borrowers the Borrower to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder. The provisions of this Section 2.14 shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement as in effect from time to time or (ii) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.