Common use of Sharing of Collections Clause in Contracts

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent Agents of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata Borrowers Pro Rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably Pro Rata among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable Pro Rata sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves Each Bank agrees that if it shall, by ---------------------- exercising any Lender shall right of setoff or counterclaim or resort to collateral security or otherwise, receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account payment of a proportion of the Loans, aggregate amount of principal and interest thereon, or any other Obligation contemplated owing with respect to the Note held by this Agreement or it which is greater than the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable LenderBank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of purchase such receipt, and equitable adjustment will be made participations in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from Notes held by the other applicable Lenders a participation in the applicable Obligations owed Banks owing to such other Lenders in Banks, and such amount other adjustments shall be made, as shall result in a ratable sharing may be required so that all such payments of principal and interest with respect to the Notes held by all applicable Lenders of such excess amount (and the Banks owing to such extent the receiving Lender other Banks shall be a Participant). If shared by the Banks pro rata; provided that if all or any portion of such excess amount payment received by the -------- purchasing Bank is thereafter recovered from the Lender making such purchasepurchasing Bank, such purchase from each other Bank shall be rescinded and such other Bank shall repay to the purchasing Bank, as the case may be, the purchase price restored of such participation to the extent of such recovery, together with an amount equal to such other Bank's ratable share (according to the proportion of (a) the amount of such other Bank's required repayment to (b) the total amount so recovered from the purchasing Bank) of any interest or other amounts, if any, required by Law to be amount paid or payable by the Lender making such purchasepurchasing Bank in respect of the total amount so recovered. The Borrower hereby consents agrees, to and confirms the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements. Each Participant shall be bound by this Section , may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if it such holder of a participation were a Lender hereunderdirect creditor of Borrower in the amount of such participation.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata Pro Rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably Pro Rata among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable Pro Rata sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable Lender (based on the relative amount of each such Lender's interest in the Obligations), then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 11.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 11.18 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, Revolving Credit Loans and interest thereon, thereon or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) participations in unreimbursed LC Disbursements in greater proportion (determined by reference to the aggregate Revolving Credit Exposures at such time) than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations Revolving Credit Loans and interest thereon and participations in unreimbursed LC Disbursements owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the Borrower an Account Party pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Account Parties hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder."

Sharing of Collections. The Lenders Lender Parties hereby agree among themselves that if any Lender Party shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable LenderLender Party (based on the relative amount of each such Lender Party's interest in the Loan Obligations), then the Lender Party receiving such proportionately greater payment shall notify each other Lender Party and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 12.19 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLender Parties. The Lender Party receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Lender Parties a participation in the applicable Loan Obligations owed to such other Lenders Lender Parties in such amount as shall result in a ratable sharing by all applicable Lenders Lender Parties of such excess amount (and to such extent the receiving Lender Party shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender Party making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Party making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 12.19 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders LENDERS hereby agree among themselves that that, except as provided to the contrary in this AGREEMENT, if any Lender LENDER shall receive (by voluntary payment, realization upon security, set-off or from any other source) source any amount on account of the LoansLOANS, interest thereon, or any other Obligation OBLIGATION contemplated by this Agreement AGREEMENT or the other Loan Documents CREDIT DOCUMENTS to be made by the Borrower pro rata BORROWER ratably to all Lenders (or pro rata to holders of Notes) LENDERS in greater proportion than any such amount received by any other applicable LenderLENDER, then the Lender LENDER receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent ADMINISTRATIVE AGENT of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLENDERS. The Lender LENDER receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the its receipt of such excess amounta disproportionate payment) for cash from the other applicable Lenders a participation in the applicable Obligations OBLIGATIONS owed to such other Lenders LENDERS in such amount as shall result in a ratable sharing by all applicable Lenders LENDERS of such excess amount (and to such extent the receiving Lender shall be a Participant)amount. If all or any portion of such excess amount is thereafter recovered from the Lender LENDER making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law LAW to be paid by the Lender LENDER making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Issuing Banks hereby agree among themselves that if any Lender Issuing Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the Borrower pro rata an Account Party Pro Rata to all Lenders (or pro rata to holders of Notes) Issuing Banks in greater proportion than any such amount received by any other applicable LenderIssuing Bank, then the Lender Issuing Bank receiving such proportionately greater payment shall notify each other Lender Issuing Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersIssuing Banks. The Lender Issuing Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Issuing Banks a participation in the applicable Obligations owed to such other Lenders Issuing Banks in such amount as shall result in a ratable sharing by all applicable Lenders Issuing Banks of such excess amount (and to such extent the receiving Lender Issuing Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Issuing Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Issuing Bank making such purchase. The Borrower Account Parties hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender an Issuing Bank hereunder.

Sharing of Collections. The Subject to Section 2.06 of the Collateral Agency Agreement, the Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Loan Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata ratably to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Loan Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the an Account Party or Borrower pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Account Parties and Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, Revolving Credit Loans or Swingline Loans and interest thereon, thereon or any other Obligation contemplated by this Agreement participations in Swingline Loans or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) unreimbursed LC Disbursements in greater proportion (determined by reference to the aggregate Revolving Credit Exposures at such time) than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations Revolving Credit Loans and interest thereon and participations in Swingline Loans or unreimbursed LC Disbursements owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable Lender (based on the relative amount of each such Lender's interest in the Obligations), then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 11.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 11.18 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Loan Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata any Loan Party ratably to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 10.14 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Loan Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 10.14 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the Borrower an Account Party pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Account Parties hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.foregoing

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Loan Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata ratably to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, Revolving Credit Loans or Swingline Loans and interest thereon, thereon or any other Obligation contemplated by this Agreement participations in Swingline Loans or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) unreimbursed LC Disbursements in greater proportion (determined by reference to the aggregate Revolving Credit Exposures at such time) than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and #89365364v21 equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations Revolving Credit Loans and interest thereon and participations in Swingline Loans or unreimbursed LC Disbursements owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among ---------------------- themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata Pro Rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 10.13 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower Company pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Banks receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Company hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender Bank hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders Loans and obligations in respect of Notes) Letters of Credit in greater proportion than any such amount received by any other applicable Lender (based on the relative amount of each such Lender's interest in the Loans and obligations in respect of Letters of Credit), then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 11.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations Loans and obligations in respect of Letters of Credit owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant participant shall be bound by this Section 11.18 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off setoff or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata Pro Rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent Agents of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder. Section 10.14.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all the Tranche 1 Lenders, the Tranche 2 Lenders or the Tranche 3 Lenders, as the case may be (or pro rata to holders or, in the case of Notesproceeds of Collateral, as contemplated by the Security Agreement) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase 133 (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the an Account Party or Borrower pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 10.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Account Parties and Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 10.18 as fully as if it were a Lender Bank hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, Revolving Credit Loans or Swingline Loans and interest thereon, thereon or any other Obligation contemplated by this Agreement participations in Swingline Loans or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) unreimbursed LC Disbursements in greater proportion (determined by reference to the aggregate Revolving Credit Exposures at such time) than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the 105 other applicable Lenders a participation in the applicable Obligations Revolving Credit Loans and interest thereon and participations in Swingline Loans or unreimbursed LC Disbursements owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders LENDERS hereby agree among themselves that that, except as provided to the contrary in this AGREEMENT, if any Lender LENDER shall receive (by voluntary payment, realization upon security, set-off or from any other source) source any amount on account of the LoansLOANS, interest thereon, or any other Obligation OBLIGATION contemplated by this Agreement AGREEMENT or the other Loan Documents LOAN DOCUMENTS to be made by the Borrower pro rata BORROWERS ratably to all Lenders (or pro rata to holders of Notes) LENDERS in greater proportion than any such amount received by any other applicable LenderLENDER, then the Lender LENDER receiving such proportionately greater payment shall notify each other Lender LENDER and the Administrative Agent AGENT of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLENDERS. The Lender LENDER receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the its receipt of such excess amounta disproportionate payment) for cash from the other applicable Lenders a participation in the applicable Obligations OBLIGATIONS owed to such other Lenders LENDERS in such amount as shall result in a ratable sharing by all applicable Lenders LENDERS of such excess amount (and to such extent the receiving Lender shall be a Participant)amount. If all or any portion of such excess amount is thereafter recovered from the Lender LENDER making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law LAW to be paid by the Lender LENDER making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves ---------------------- that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower Borrowers pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder."

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the any Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent Agents of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders following provisions in this Section 12.19 shall be subject to the provisions of Section 9.3 (Application of Proceeds) above and the distribution provisions of the Collateral Agency Agreement. The Lender Parties hereby agree among themselves that if any Lender Party shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable LenderLender Party (based on the relative amount of each such Lender Party's interest in the Loan Obligations), then the Lender Party receiving such proportionately greater payment shall notify each other Lender Party and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 12.19 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLender Parties. The Lender Party receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Lender Parties a participation in the applicable Loan Obligations owed to such other Lenders Lender Parties in such amount as shall result in a ratable sharing by all applicable Lenders Lender Parties of such excess amount (and to such extent the receiving Lender Party shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender Party making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Party making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 12.19 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the LoansSecured Obligations (including, without limitation, principal, interest thereon, or any other Secured Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata ratably to all Lenders (or pro rata to holders of NotesLenders) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLenders after payment to Agent of all amounts due to Agent hereunder. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Secured Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Banks hereby agree among themselves ---------------------- that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Transaction Documents to be made by the Borrower an Account Party pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Borrower Account Parties hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder."

Sharing of Collections. The Lenders Lender Parties hereby agree among themselves that if any Lender Party shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable LenderLender Party (based on the relative amount of each such Lender Party's interest in the Loan Obligations), then the Lender Party receiving such proportionately greater payment shall notify each other Lender Party and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 10.19 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLender Parties. The Lender Party receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Lender Parties a participation in the applicable Loan Obligations owed to such other Lenders Lender Parties in such amount as shall result in a ratable sharing by all applicable Lenders Lender Parties of such excess amount (and to such extent the receiving Lender Party shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender Party making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Party making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 10.19 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable Lender (based on the relative amount of each such Lender's interest in the Obligations), then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 11.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant participant shall be bound by this Section 11.18 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the any Borrower pro rata to all Lenders (or pro rata to holders of Notes) any Class in greater proportion than any such amount received by any other applicable LenderLender of such Class, then the Lender receiving such proportionately greater payment shall notify each other such Lender and the Administrative Agent Agents of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLenders of such Class. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders of such Class, a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such Class, of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata Pro Rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant)amount. If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms confirm the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Subject to Section 2.06 of the Collateral Agency Agreement, the Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Loan Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata ratably to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Loan Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall 70 79 notify each other Lender and the Administrative Agent Agents of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder. Section 10.14.

Sharing of Collections. The Lenders Banks hereby agree among themselves that if any Lender Bank shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower Borrowers pro rata to all Lenders (or pro rata to holders of Notes) Banks in greater proportion than any such amount received by any other applicable LenderBank, then the Lender Bank receiving such proportionately greater payment shall notify each other Lender Bank and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersBanks. The Lender Bank receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Banks a participation in the applicable Obligations owed to such other Lenders Banks in such amount as shall result in a ratable sharing by all applicable Lenders Banks of such excess amount (and to such extent the receiving Lender Bank shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender Bank making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Bank making such purchase. The Each Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section 9.18 as fully as if it were a Lender Bank hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Loan Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata ratably to all Lenders (or pro rata to holders of Notes) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Loan Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Lender Parties hereby agree among themselves that if any Lender Party shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable LenderLender Party (based on the relative amount of each such Lender Party's interest in the Loan Obligations), then the Lender Party receiving such proportionately greater payment shall notify each other Lender Party and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 9.17 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLender Parties. The Lender Party receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Lender Parties a participation in the applicable Loan Obligations owed to such other Lenders Lender Parties in such amount as shall result in a ratable sharing by all applicable Lenders Lender Parties of such excess amount (and to such extent the receiving Lender Party shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender Party making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Party making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant participant shall be bound by this Section 9.17 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders Lender Parties hereby agree among themselves that if any Lender Party shall receive (by voluntary payment, realization upon security, charging of accounts, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of Notes) Obligations in greater proportion than any such amount received by any other applicable LenderLender Party (based on the relative amount of each such Lender Party's interest in the Loan Obligations), then the Lender Party receiving such proportionately greater payment shall notify each other Lender Party and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 12.18 so that, in effect, all such excess amounts will be shared ratably among all of the applicable LendersLender Parties. The Lender Party receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders Lender Parties a participation in the applicable Loan Obligations owed to such other Lenders Lender Parties in such amount as shall result in a ratable sharing by all applicable Lenders Lender Parties of such excess amount (and to such extent the receiving Lender Party shall be a Participantparticipant). If all or any portion of such excess amount is thereafter recovered from the Lender Party making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender Party making such purchase. The Borrower Borrowers hereby consents consent to and confirms confirm the foregoing arrangements. Each Participant participant shall be bound by this Section 12.18 as fully as if it were a Lender hereunder.

Sharing of Collections. The Lenders hereby agree among themselves that if any Lender shall receive (by voluntary payment, realization upon security, set-off or from any other source) any amount on account of the Loans, interest thereon, or any other Obligation contemplated by this Agreement or the other Loan Documents to be made by the Borrower pro rata to all Lenders (or pro rata to holders of NotesNotes of a particular series or to another class of Lenders) in greater proportion than any such amount received by any other applicable Lender, then the Lender receiving such proportionately greater payment shall notify each other Lender and the Administrative Agent of such receipt, and equitable adjustment will be made in the manner stated in this Section 9.11 so that, in effect, all such excess amounts will be shared ratably among all of the applicable Lenders. The Lender receiving such excess amount shall purchase (which it shall be deemed to have done simultaneously upon the receipt of such excess amount) for cash from the other applicable Lenders a participation in the applicable Obligations owed to such other Lenders in such amount as shall result in a ratable sharing by all applicable Lenders of such excess amount (and to such extent the receiving Lender shall be a Participant). If all or any portion of such excess amount is thereafter recovered from the Lender making such purchase, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, together with interest or other amounts, if any, required by Law to be paid by the Lender making such purchase. The Borrower hereby consents to and confirms the foregoing arrangements. Each Participant shall be bound by this Section as fully as if it were a Lender hereunder.