Common use of Sharing of Recoveries Clause in Contracts

Sharing of Recoveries. Each Lender agrees that if it shall, by exercising any right1.8. of set-off or counterclaim, by recovery under the Existing Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10.

Sharing of Recoveries. (a) Each Lender Creditor agrees with each other Creditor that if it shall, by exercising any right1.8. of set-off or counterclaim, by recovery under the Existing Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are payments received by any of the Lenders in connection with either Excess Payments a Guaranty or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lenderpursuant to any Creditor's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising banker's lien (whether based on common law, statute, contract or otherwise) (any of the foregoing, a "GUARANTY PAYMENT") upon or following the occurrence of a Triggering Event shall be shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments with respect to such Guaranty Payment in the order of priority of payment of the Subject Obligations. Accordingly, each Creditor agrees that if (a) an event described in the prior sentence has occurred, (b) any Creditor receives a Guaranty Payment (a "RECEIVING CREDITOR"), and (c) any other Creditor does not concurrently receive its Pro Rata Share of Guaranty Payments, then the Receiving Creditor shall promptly remit such portion of the Excess Guaranty Payment to the other Creditors who are then entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 2) the other Creditors shall have received the Pro Rata Share of Guaranty Payments for such Creditor. In the event that any Guaranty Payment or part thereof received by any Creditor is recovered thereafter from indebtedness such Creditor by any Guarantor (including any trustee in bankruptcy of any Guarantor or any creditor thereof), then such Guaranty Payment or part thereof shall, for purposes of this Section 2, be deemed to have not been received. In the event that a Bank Lender has the obligation to make a Guaranty Payment to any other than Creditor, the Obligations Bank Lender shall make the Guaranty Payment due to such other Creditor to the Bank Agent, which shall in turn make a further distribution to the Noteholders and which is either unsecured or secured by collateral other than the Collateral, it may exercise Bank Lenders in the right amount of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10.their respective Pro Rata

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, by exercising payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any right1.8. security interest granted to any Creditor securing any Subsidiary Agreement) made pursuant to the terms of set-off or counterclaim, by recovery under the Existing Guaranty Subsidiary Agreements (a "Subsidiary Payments") (x) within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to the Subsidiary Guarantors or the Corporate GuarantyCompany, as the case may be, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess (y) following the acceleration of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment")Notes generally or the Loans or the acceleration of any other Subject Obligation, then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the Excess Payment. Should the event (a) an event described in clauses (x) or (y) above shall have occurred, (b) any Creditor shall receive a Subsidiary Payment (a "Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment PaymentsCreditor"), such funds and (c) any other Creditor shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate not concurrently receive its Pro Rata Share among of Subsidiary Payments from the Lenders. To Subsidiary Guarantors, then the extent Receiving Creditor shall promptly remit the Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (and any interest, premiums, or other amounts are received payments then being made by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same other Receiving Creditor pursuant to this Section 2) each Creditor shall be distributed on an equitable basis based on each Lender's have received its Pro Rata Share as evaluated over the applicable time periodof Subsidiary Payments. Should any Lender Any such payments shall be required to return funds, in an amount disporportionate to that required deemed to be returned and shall be made in consideration of the purchase for cash at face value, but without recourse, ratably from the other Creditors of such amount of Notes or Loans (or interest therein), as the case may be (exclusive of any lien or security interest granted to such other Creditors and not securing a Subsidiary Agreement), necessary to cause such Creditor to share such Excess Subsidiary Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor by the other LendersSubsidiary Guarantors (including, to a without limitation, by any trustee in bankruptcy trusteeof the Subsidiary Guarantors or any creditor thereof), the Borrower or otherwise due related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to a bankruptcy filing the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other legal processmeans of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the Company or the Subsidiary Guarantors, then the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Lenders shall make appropriate payment adjustments with Creditors to take any such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shallpayments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) made by any Subsidiary Guarantor on account of any Subsidiary Obligation ("Subsidiary ---------- Payments") (x) within 90 days prior to the commencement of, by exercising and during the -------- continuance of, a Bankruptcy Proceeding with respect to any right1.8. of set-off or counterclaim, by recovery under the Existing Guaranty Subsidiary Guarantor or the Corporate GuarantyCompany or (y) within 90 days prior to, or otherwiseat any time on or after, receive payment of principal, premium and/or interest or other amounts in excess the date of the ratable portion due to such Lender acceleration of any Subject Obligation (or, in accordance the case of any guaranty, any claim thereunder for the full amount owing on the underlying obligation on account of an event of default with this Agreement ("Excess Payment"respect thereto), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall have received its Pro Rata Share of the Excess PaymentSubsidiary Payments. Should the Accordingly, each Creditor hereby agrees that if (a) an event described in clause (x) or (y) above shall have occurred, (b) any Creditor shall have received a Subsidiary Payment (a "Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment PaymentsCreditor"), and (c) any ------------------ other Creditor shall not have concurrently received its Pro Rata Share of Subsidiary Payments from the same Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Subsidiary Payment to the other Creditors which are then entitled thereto so that after giving effect to such funds payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share --------- of Subsidiary Payments. Any remittances pursuant to the foregoing paragraph shall be paid deemed to constitute purchases by the Receiving Creditor for cash at face value, but without recourse, ratably from the other Creditors such amount of Subject Obligations of the other Creditors as is necessary to cause the Receiving Creditor to share its Excess Subsidiary Payment with the other Creditors as provided above; provided that if such purchase is made by any Receiving Creditor -------- and such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor by or on behalf of any Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the Distributing portion of such Excess Subsidiary Payment so recovered, but without interest; and provided, -------- further, that nothing herein contained shall obligate any Creditor to resort to ------- any setoff, application of deposit balance or other means of payment for any Subject Obligation or avail itself of any recourse by resort to any property of any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Creditors to take any such action. All Subsidiary Payments received by any Lender (directly, pursuant to the sharing provisions of this Section 2 or otherwise) which would be applied to --------- a contingent obligation under any Letter of Credit pursuant to this Section 2 --------- shall be remitted to the Agent to be held as collateral for such Letter of Credit. If such Letter of Credit is drawn upon, the Agent shall distribute an amount equal to the lesser of such draw and the amount of cash held as collateral for such Letter of Credit to each Lender entitled thereto, ratably based upon its share thereof under the Long Term Credit Agreement. If and to the extent necessary so as to maintain such Letter of Credit expires or terminates (or the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment PaymentsMaximum Available Amount thereof is otherwise reduced), the same amount of cash held as collateral therefor shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender considered a new Subsidiary Payment and shall be required to return funds, shared in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection accordance with the Obligations or otherwise received in connection with the Collateralprovisions of this Section 2. 1.9. 1.10.---------

Sharing of Recoveries. Each Lender agrees In the event that either (A) there shall exist a default in the payment or prepayment of any principal, premium, if it shall, by exercising any right1.8. of set-off or counterclaim, by recovery under the Existing Guaranty or the Corporate Guarantyany, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess amount after the expiration of any applicable grace period with respect to any of the ratable portion due Bank Senior Obligations or the MLIC Senior Obligations or (B) there shall exist an event of bankruptcy or insolvency with respect to such Lender in accordance PVC as a consequence of which any of the Senior Bank Notes or the MLIC Senior Notes shall have been accelerated or, pursuant to the terms of the Senior Bank Notes or the MLIC Senior Notes, are capable of being accelerated as a consequence of an Event of Default, each Creditor hereby agrees with this Agreement each other Creditor that payments (including payments made through set off of deposit balances or otherwise) made pursuant to the terms of any Subsidiary Guaranty during the continuation of any of the circumstances described above (a "Excess Guaranty Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give be shared so that each Lender Creditor shall receive its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of all Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (i) any Creditor shall receive a Guaranty Payment (a "Receiving Creditor") and (ii) any other Creditor shall not have received its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Guaranty Payment with respect to each other Creditor to such other Creditor, who shall then be entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 5) each Creditor shall have received its Pro Rata share of Guaranty Payments. As between PVC and any Receiving Creditor, any Excess Guaranty Payment paid by a Receiving Creditor to any other Creditor pursuant to the preceding paragraph shall be treated as not having been received or recovered by such Receiving Creditor, and PVC agrees that, upon the Receiving Creditor paying any such Excess Guaranty Payment to any other Creditor, such Receiving Creditor may thereafter, to the fullest extent permitted by law, exercise all its rights (including any right of set off) to receive or recover payment in full of all Obligations as though it had never received or recovered the Excess Guaranty Payment. Should As between PVC and any Creditor receiving any portion of an Excess Guaranty Payment from a Receiving Creditor pursuant to the second preceding paragraph, the aggregate amount owing by PVC to such Creditor in respect of all Obligations shall be treated as having been reduced by the amount of In the event that, following the payment by a Receiving Creditor to one or more other Creditors of any amount attributable to an Excess Guaranty Payment, an amount attributable to such Excess Guaranty Payment shall be recovered from such Receiving Creditor by any Subsidiary Guarantor (including, without limitation, any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), each Creditor which received any such amount from the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender Creditor shall promptly repay such amount to the Receiving Lender ("Recoupment Payments")Creditor, but without interest. In such funds event, the original payment by the Receiving Creditor in respect of the Excess Guaranty Payment shall be treated as not having been paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other LendersCreditors for purposes of the two preceding paragraphs. Nothing herein contained shall obligate any Creditor to resort to any set off, application of deposit balance or other means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to a bankruptcy trusteeany property of PVC or any Subsidiary Guarantor, the Borrower or otherwise due taking of any such action to a bankruptcy filing or remain within the absolute discretion of such Creditor without obligation of any kind to the other legal process, then Creditors to take any such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Bank agrees that if it shallthat, by exercising if, including, but not limited to, as a result of (a) the exercise of any right1.8. right of counterclaim, set-off off, banker's lien or counterclaimsimilar right, (b) its receipt of a secured claim under any applicable bankruptcy, insolvency or other similar law, the security for which is a debt owed by recovery it to the Borrower, including a secured claim under 11 U.S.C.A. Sec. 506, (c) the Existing Guaranty allocation of payments by the Borrower in a manner contrary to the provisions of Section 1.14 or the Corporate Guaranty(d) any other reason, or otherwise, such Bank shall receive payment of a proportion of the aggregate amount due and payable to it hereunder and under its Notes as principal, premium and/or interest or fees that is greater than the proportion received by any other amounts Bank in excess respect of the ratable portion aggregate of such amounts due and payable to such Lender in accordance with this Agreement ("Excess Payment")other Bank hereunder and under its Notes, then the Bank receiving such Lender proportionately greater payment shall purchase participations ("Distributing Lender") which it shall distribute be deemed to have done simultaneously upon the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") receipt of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection payment) in the Collateral, or otherwise protect any rights of the Lenders herein, other Banks hereunder and under their Notes so that all such recoveries with respect to such amounts due and payable hereunder and under all the Distributing Lender Notes held by the Banks shall be subrogated to any and pro rata; provided that if all rights and interests or part of such proportionately greater payment received by the purchasing Bank is thereafter recovered by or on behalf of the Receiving Lender receiving Borrower from such Bank, such purchases shall be rescinded and the Excess Payment but only purchase prices paid for such participations shall be returned to such Bank to the extent of such recovery, but without interest (unless the applicable Pro Rata Share of purchasing Bank is required to pay interest on the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due amount recovered to the Excess Payment distributed by Person recovering such amount, in which case the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such funds selling Bank shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return fundspay interest at a like rate), provided further that nothing in an amount disporportionate this Section 9.06 shall impair the right of any Bank to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent exercise any Lender has the right of set-off or counterclaim arising from it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower and its Subsidiaries other than the Obligations subject to the sharing provisions of this Section 9.06. The Borrower expressly consents to the foregoing arrangements and which is either unsecured agrees that any holder of a participation in any rights hereunder or secured by collateral other than under any such Note so purchased or acquired pursuant to this Section 9.06 shall, with respect to such participation, be entitled to all of the Collateralrights of a Bank under Sections 7.02, it 7.04, 9.02(d) and 9.05 and may exercise the right any and all rights of set-off or counterclaim against any monies it may hold which were not paid with respect to such participation as fully as if the Borrower was directly indebted to the holder of such participation for Loans in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10amount of such participation.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, by exercising payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any right1.8. of set-off or counterclaim, by recovery under security interest granted to any Creditor) made pursuant to the Existing Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess terms of the ratable portion due to such Lender in accordance with this Agreement Subsidiary Agreements ("Excess a “Subsidiary Payment"), then such Lender ("Distributing Lender"”) shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give be shared so that each Lender Creditor shall receive its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event (i) any Creditor shall receive a Subsidiary Payment (a “Receiving Creditor”) and (ii) any other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from such Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would Subsidiary Payment to each other Creditor who shall then be entitled due thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this §2) each Creditor shall have received its Pro Rata Share of Subsidiary Payments. Any such payments shall be deemed to be and shall be made in consideration of the Excess Payment distributed by purchase for cash at face value, but without recourse, ratably from the Distributing Lender to the Receiving Lender other Creditors such amount of Notes or Loans ("Recoupment Payments"or interest therein), such funds shall be paid to as the Distributing Lender case may be, to the extent necessary so to cause such Receiving Creditor to share such Excess Subsidiary Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor by such Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of such Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to maintain the appropriate Pro Rata Share among the Lenders. To the extent portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any interestCreditor to resort to any setoff, premiums, application of deposit balance or other amounts are received means of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the Lenders in connection with either Excess Payments Company, a Subsidiary Borrower or Recoupment Paymentsany Subsidiary Guarantor, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over taking of any such action to remain within the applicable time period. Should absolute discretion of such Creditor without obligation of any Lender be required kind to return funds, in an amount disporportionate to that required to be returned by the other Lenders, Creditors to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then take any such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor) made by exercising any right1.8. Subsidiary Guarantor pursuant to the terms of set-off or counterclaim, by recovery under the Existing any Subsidiary Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement (a "Excess Subsidiary Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall receive its Pro Rata Share of all Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the Excess Payment. Should the event any Creditor shall receive a Subsidiary Payment (a "Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment PaymentsCreditor"), and any other Creditor shall not concurrently receive its Pro Rata Share of such funds Subsidiary Payment, then the Receiving Creditor shall notify the other Creditors of its receipt of such Subsidiary Payment within five days thereof and promptly remit the Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this 2), each Creditor shall have received its Pro Rata Share of such Subsidiary Payment. Any such payments shall be paid deemed to be and shall be made in consideration of the Distributing Lender purchase for cash at face value, but without recourse, ratably from the other Creditors of a participation in such amount of Noteholder Obligations or Loan Obligations (or interest therein), as the case may be, to the extent necessary so to cause such Receiving Creditor to share such Excess Subsidiary Payment ratably with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor by the Subsidiary Guarantor that made such Subsidiary Payment (including, without limitation, by any trustee in bankruptcy of such Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to maintain the appropriate Pro Rata Share among the Lenders. To the extent portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any interestCreditor to resort to any setoff, premiums, application of deposit balance or other amounts are received means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the Lenders in connection with either Excess Payments Obligors or Recoupment Paymentsany Subsidiary Guarantor, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over taking of any such action to remain within the applicable time period. Should absolute discretion of such Creditor without obligation of any Lender be required kind to return funds, in an amount disporportionate to that required to be returned by the other Lenders, Creditors to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then take any such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that payments obtained by such Creditor from any Joint Obligor through setoff or other application of deposit balances pursuant to the terms of a Subsidiary Agreement or otherwise with respect to a Subject Obligation of any Joint Obligor (a “Subsidiary Payment”) at any time following the occurrence of a Ripening Default shall be shared among all of the Creditors so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that if it shallin the event that (a) an Event of Default shall have occurred, (b) at any time following the occurrence of a Ripening Default, any Creditor shall have obtained a Subsidiary Payment (a “Sharing Creditor”), and (c) any other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from the Subsidiary Obligors, then the Sharing Creditor shall promptly remit a portion of the Excess Subsidiary Payment to each other Creditor (or, in the case of payments to be made to Creditors who are Lenders under the Credit Agreement, to the Administrative Agent for the benefit of itself and the Lenders) who shall then be entitled thereto so that, after giving effect to such payment (and any other payments then being made by any other Sharing Creditor pursuant to this Section 3), each Creditor shall have received its Pro Rata Share of Subsidiary Payments (after giving effect to the distribution thereof by the Administrative Agent to the Lenders). Any such payments by a Sharing Creditor to another Creditor or to the Administrative Agent, as applicable, of a portion of an Excess Subsidiary Payment received by such Sharing Creditor shall be made, at the election of the Sharing Creditor (but in any event on terms that are mutually acceptable to the Sharing Creditor and such other Creditor or the Administrative Agent, as applicable), by exercising any right1.8. way of set-off or counterclaim, by recovery under the Existing Guaranty or the Corporate Guarantydistributions to, or otherwisepurchases of participations in (or, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)"extent permitted by the applicable Credit Document, direct interests in) the applicable amounts Loans or Notes held by such other Creditor, in any such case to the extent necessary to give each Lender its proportionate cause such Sharing Creditor to share (for purposes of this such Excess Subsidiary Payment with the other Creditors as provided in the preceding paragraph; provided, "Pro Rata Share") however, that if all or any portion of such Excess Payment. To Subsidiary Payment is thereafter recovered from such Sharing Creditor by any Joint Obligor (including, without limitation, by any trustee in bankruptcy of such Joint Obligor or any creditor thereof), such distribution, purchase or other arrangement, as the extent necessary under applicable law so as not to extinguish any unpaid Obligationscase may be, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated rescinded ratably and such other Creditor shall return to such Sharing Creditor any and all rights and interests of the Receiving Lender receiving the Excess Payment but only amount received by it to the extent of its ratable share of such recovery, but without interest, and provided further that nothing herein contained shall obligate any Creditor to resort to any setoff or other application of any deposit balance under any Credit Document or Subsidiary Agreement, or otherwise to avail itself of any recourse by resort to any guaranty or property of the Company or any Senior Credit Subsidiary Obligor or Note Subsidiary Obligor, the taking of any such action to remain within the absolute discretion of such Creditor or Creditors (as provided in the applicable Pro Rata Share Credit Document) without obligation of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due any kind to the Excess Payment distributed by the Distributing Lender other Creditors to the Receiving Lender ("Recoupment Payments"), take any such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shallpayments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any security interest granted to any Creditor, by exercising other than real or tangible personal property security interests granted to the TROL Creditors) made under or pursuant to the terms of any right1.8. Subject Agreement in respect of set-off Subject Obligations (1) within 90 days prior to or counterclaimat any time following the commencement of a Bankruptcy Proceeding with respect to the Subsidiary Guarantor, by recovery under the Existing Guaranty Pledgor or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due Borrower party to such Lender in accordance with this Subject Agreement or ("Excess 2) following the acceleration of such Subject Obligation (a “Subject Payment"”), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall receive its Pro Rata Share of Subject Payments. Accordingly, each Creditor hereby agrees that in the event any Creditor shall receive a Subject Payment (a “Receiving Creditor”), and any other Creditor shall not concurrently receive its Pro Rata Share of Subject Payments, then the Receiving Creditor shall promptly remit the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would Subject Payment to each other Creditor who shall then be entitled due thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share of Subject Payments. Any such payments shall be deemed to be and shall be made in consideration of the Excess Payment distributed by purchase for cash at face value, but without recourse, ratably from the Distributing Lender to the Receiving Lender other Creditors of such amount of TROL Obligations, Loan Obligations or Senior Parity Debt Obligations ("Recoupment Payments"or interest therein), such funds shall be paid to as the Distributing Lender case may be, to the extent necessary so to enable such Receiving Creditor to share such Excess Subject Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subject Payment or part thereof is thereafter recovered from such Receiving Creditor by the Person that made such Subject Payment (including, without limitation, by any trustee in bankruptcy of such Person or any creditor thereof, or pursuant to any settlement entered into by the Receiving Creditor), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to maintain the appropriate Pro Rata Share among the Lenders. To the extent portion of such Excess Subject Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any interestCreditor to resort to any setoff, premiums, application of deposit balance or other amounts are received means of payment under any Subject Agreement or avail itself of any recourse by resort to any property of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due any Subsidiary Guarantor, the taking of any such action to a bankruptcy filing or other legal process, then remain within the absolute discretion of such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations Creditor (or otherwise received in connection with governed by the Collateral. 1.9. 1.10applicable Subject Agreements) without obligation of any kind imposed under this Agreement to the other Creditors to take any such action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, by exercising payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any right1.8. of set-off or counterclaim, by recovery under security interest granted to any Creditor) made pursuant to the Existing Guaranty or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess terms of the ratable portion due to such Lender in accordance with this Agreement Subsidiary Agreements (a "Excess Subsidiary Payment"), then such Lender ("Distributing Lender") shall distribute be shared so that each Creditor shall receive its Pro Rata Share of Subsidiary Payments. Accordingly, each Creditor hereby agrees that in the event (i) any Creditor shall receive a Subsidiary Payment (a "Receiving Creditor") and (ii) any other Creditor shall not concurrently receive its Pro Rata Share of Subsidiary Payments from such Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Subsidiary Payment to each other Creditor who shall then be entitled thereto so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this ss.2) each Creditor shall have received its Pro Rata Share of Subsidiary Payments. Any such payments shall be deemed to be and shall be made in consideration of the purchase for cash at face value, but without recourse, ratably from the other Creditors such amount of Notes or Loans (or interest therein), as the case may be, to the extent necessary to cause such Receiving Creditor to share such Excess Subsidiary Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subsidiary Payment or part thereof is thereafter recovered from such Receiving Creditor by such Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of such Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Subsidiary Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or avail itself of any recourse by resort to any property of the Company or any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Lenders ("Receiving Lender(s)") Creditors to take any such action. In the applicable amounts event a Creditor shall determine that it is reasonably necessary to give each Lender its proportionate share evidence the purchase of Notes or Loans (for purposes or an interest therein) by such Creditor pursuant to the foregoing provisions of this paragraph, "Pro Rata Share") the seller thereof upon the request of such Excess Payment. To the extent necessary under applicable law so Creditor shall take such action as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated necessary to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), document such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10purchase.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, by exercising payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any right1.8. security interest granted to any Creditor) made pursuant to the terms of set-off or counterclaim, by recovery under any Subsidiary Guaranty (a “Guaranty Payment”) (x) within 90 days prior to the Existing Guaranty commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or the Corporate Guaranty, Borrower or otherwise, receive payment of principal, premium and/or interest or other amounts in excess (y) following the acceleration of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein1996 Notes, the Distributing Lender 1992 Notes or the Loans or the acceleration of any other Borrower’s Guaranteed Obligation, shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (a) an event described in clauses (x) or (y) above shall have occurred, (b) any Creditor shall receive a Guaranty Payment (a “Receiving Creditor”), and (c) any other Creditor shall not concurrently receive its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would Guaranty Payment to each other Creditor who shall then be entitled due thereto so that after giving effect to the Excess Payment distributed such payment (and any other payments then being made by the Distributing Lender any other Receiving Creditor pursuant to the Receiving Lender this ("Recoupment S)2) each Creditor shall have received its Pro Rata Share of Guaranty Payments"), . Any such funds payments shall be paid deemed to be and shall be made in consideration of the Distributing Lender purchase for cash at face value, but without recourse, ratably from the other Creditors such amount of 1996 Notes, 1992 Notes, Loans or Additional Debt Facility, if any, as the case may be, to the extent necessary so to cause such Creditor to share such Excess Guaranty Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Guaranty Payment or part thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guarantor (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to maintain the appropriate Pro Rata Share among the Lenders. To the extent portion of such Excess Guaranty Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any interestCreditor to resort to any setoff, premiums, application of deposit balance or other amounts are received means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due any Subsidiary Guarantor, the taking of any such action to a bankruptcy filing or remain within the absolute discretion of such Creditor without obligation of any kind to the other legal process, then Creditors to take any such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, by exercising payments (including payments made through setoff of deposit balances or otherwise or payments or recoveries from any right1.8. security interest granted to any Creditor) made pursuant to the terms of set-off or counterclaim, by recovery under any Subsidiary Guaranty (a “Guaranty Payment”) (x) within 90 days prior to the Existing Guaranty commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or the Corporate Guaranty, Borrower or otherwise, receive payment of principal, premium and/or interest or other amounts in excess (y) following the acceleration of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein2002 Notes, the Distributing Lender 1996 Notes, the 1992 Notes or the Loans or the acceleration of any other Borrower’s Guaranteed Obligation, shall be subrogated to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable shared so that each Creditor shall receive its Pro Rata Share of Guaranty Payments. Accordingly, each Creditor hereby agrees that in the event (a) an event described in clauses (x) or (y) above shall have occurred, (b) any Creditor shall receive a Guaranty Payment (a “Receiving Creditor”), and (c) any other Creditor shall not concurrently receive its Pro Rata Share of Guaranty Payments from the same Subsidiary Guarantor, then the Receiving Creditor shall promptly remit the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would Guaranty Payment to each other Creditor who shall then be entitled due thereto so that after giving effect to the Excess Payment distributed such payment (and any other payments then being made by the Distributing Lender any other Receiving Creditor pursuant to the Receiving Lender ("Recoupment this §2) each Creditor shall have received its Pro Rata Share of Guaranty Payments"), . Any such funds payments shall be paid deemed to be and shall be made in consideration of the Distributing Lender purchase for cash at face value, but without recourse, ratably from the other Creditors such amount of 2002 Notes, 1996 Notes, 1992 Notes, Loans or Additional Debt Facility, if any, as the case may be, to the extent necessary so to cause such Creditor to share such Excess Guaranty Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Guaranty Payment or part thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guaranty (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guaranty or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to maintain the appropriate Pro Rata Share among the Lenders. To the extent portion of such Excess Guaranty Payment so recovered, but without interest; and provided further nothing herein contained shall obligate any interestCreditor to resort to any setoff, premiums, application of deposition balance or other amounts are received means of payment under any Subsidiary Guaranty or avail itself of any recourse by resort to any property of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each Lender's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due any Subsidiary Guarantor, the taking of any such action to a bankruptcy filing or remain within the absolute discretion of such Creditor without obligation of any kind to the other legal process, then Creditors to take any such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising from indebtedness other than the Obligations and which is either unsecured or secured by collateral other than the Collateral, it may exercise the right of set-off or counterclaim against any monies it may hold which were not paid in connection with the Obligations or otherwise received in connection with the Collateral. 1.9. 1.10action.

Sharing of Recoveries. Each Lender Creditor hereby agrees with each other Creditor that if it shall, payments made with respect to Subject Obligations by exercising any right1.8. of set-off or counterclaim, by recovery a Subsidiary Guarantor pursuant to a demand made under the Existing Guaranty terms of a Subsidiary Agreement or the Corporate Guaranty, or otherwise, receive payment of principal, premium and/or interest or other amounts in excess of the ratable portion due to such Lender in accordance with this Agreement ("Excess Payment"), then such Lender ("Distributing Lender") shall distribute to the other Lenders ("Receiving Lender(s)") the applicable amounts necessary to give each Lender its proportionate share (for purposes of this paragraph, "Pro Rata Share") of such Excess Payment. To the extent necessary under applicable law so as not to extinguish any unpaid Obligations, to maintain perfection in the Collateral, or otherwise protect any rights of the Lenders herein, the Distributing Lender shall be subrogated pursuant to any and all rights and interests of the Receiving Lender receiving the Excess Payment but only to the extent of the applicable Pro Rata Share of the Excess Payment. Should the Receiving Lender ever receive monies or funds for which the Distributing Lender would be entitled due to the Excess Payment distributed by the Distributing Lender to the Receiving Lender ("Recoupment Payments"), such funds shall be paid to the Distributing Lender to the extent necessary so as to maintain the appropriate Pro Rata Share among the Lenders. To the extent any interest, premiums, or other amounts are received by any of the Lenders in connection with either Excess Payments or Recoupment Payments, the same shall be distributed on an equitable basis based on each LenderCreditor's Pro Rata Share as evaluated over the applicable time period. Should any Lender be required to return funds, in an amount disporportionate to that required to be returned by the other Lenders, to a bankruptcy trustee, the Borrower or otherwise due to a bankruptcy filing or other legal process, then such other Lenders shall make appropriate payment adjustments with such Lender so that each Lender has received it Pro Rata Share. To the extent any Lender has the right of set-off or counterclaim arising banker's lien (whether based on common law, statute, contract or otherwise) against any deposit, credit or property of a Subsidiary Guarantor in the possession or control of such Creditor (a) within 90 days prior to the commencement of a Bankruptcy Proceeding with respect to any Subsidiary Guarantor or (b) following the acceleration of any Notes or any Credit Extensions or any other Subject Obligations (any of the foregoing being hereinafter referred to as a "Subject Payment"), shall be shared so that each Creditor shall receive its Pro Rata Share of Subject Payments. Accordingly, each Creditor hereby agrees that in the event (i) an event described in clauses (a) or (b) above shall have occurred, (ii) any Creditor shall receive a Subject Payment (a "Receiving Creditor"), and (iii) any other Creditor shall not concurrently receive its Pro Rata Share of Subject Payments, then the Receiving Creditor shall remit the Excess Subject Payment to each other Creditor who shall then be entitled thereto (together with, to the extent not remitted within fifteen (15) business days after such receipt by the Receiving Creditor, interest at the then applicable Federal Funds Effective Rate from indebtedness and including the date of such receipt to, but excluding, the date of payment to such other Creditor) so that after giving effect to such payment (and any other payments then being made by any other Receiving Creditor pursuant to this Section 2) each Creditor shall have received its Pro Rata Share of Subject Payments. Whenever any Receiving Creditor receives a Subject Payment, it shall notify the other Creditors of such receipt and request that each such Creditor certify in writing the existence and amount of the Subject Obligations owed to such Creditor. Such Receiving Creditor shall be entitled, absent manifest error, to determine the amount of any Excess Subject Payments for remittance to other Creditors based on one or more certificates of each such Creditor with respect to the Subject Obligations owed to such Creditor, provided, however, that if, notwithstanding the request of such Receiving Creditor, any Creditor shall fail or refuse within five (5) business days of such request to certify as to the existence or amount of any Subject Obligations owed to such Creditor, such Receiving Creditor shall be entitled to determine such existence or amount by such method as such Receiving Creditor may, in its sole discretion, determine, including by reliance upon a certificate of the Company, and such Receiving Creditor shall give notice of such determination to such Creditor. Such Receiving Creditor shall be held harmless, and have no liability (except for its own gross negligence or willful misconduct) to any of the other Creditors (other than the obligation to pay Excess Subject Payments to such other Creditors pursuant to the terms hereof) for making payments in accordance with certificates of the Creditors and determinations made in good faith by such Receiving Creditor. Any such payments shall be deemed to be and shall be made in consideration of the purchase for cash at face value, but without recourse except as hereinafter provided, ratably from the other Creditors of such amount of Notes or Credit Extensions (or interest therein), as the case may be, to the extent necessary to cause such Creditor to share such Excess Subject Payment with the other Creditors as hereinabove provided; provided, however, that if any such purchase or payment is made by any Receiving Creditor and if such Excess Subject Payment or part thereof is thereafter recovered from such Receiving Creditor by any Subsidiary Guarantor or the Company (including, without limitation, by any trustee in bankruptcy of any Subsidiary Guarantor or the Company or any creditor thereof), the related purchase from the other Creditors shall be rescinded ratably and the purchase price restored as to the portion of such Excess Subject Payment so recovered (together with, to the extent not restored in full within fifteen (15) business days after demand by the Receiving Creditor, interest at the then applicable Federal Funds Effective Rate from and including the date of such demand to, but excluding, the date of payment to the Receiving Creditor); and provided further nothing herein contained shall obligate any Creditor to resort to any setoff, application of deposit balance or other means of payment under any Subsidiary Agreement or otherwise or avail itself of any recourse by resort to any property of the Company or any Subsidiary Guarantor, the taking of any such action to remain within the absolute discretion of such Creditor without obligation of any kind to the other Creditors to take any such action. Notwithstanding anything in this Section 2 to the contrary, any amounts distributed to any Creditor for application to the Company's liabilities with respect to any undrawn amounts relating to letters of credit issued under any Credit Agreement shall be held by such Creditor as collateral security for such liabilities until a drawing thereon, at which time such collateral shall be applied to such liabilities. If letters of credit issued under any Credit Agreement and constituting part of the Subject Obligations expire without having been drawn upon in full, the undrawn portion shall be excluded from the Subject Obligations for purposes of the first paragraph of this Section 2, all as though such undrawn portion never existed. If distributions to any Creditor have previously been made under the first paragraph of this Section 2 with respect to letters of credit issued under any Credit Agreement and constituting part of the Subject Obligations which is either unsecured or secured expire without having been drawn upon in full, the amount of each Creditor's Pro Rata Share of Subject Payments shall be redetermined by collateral excluding the undrawn amount of such expired letters of credit from the calculations under the first paragraph of this Section 2 and if a redetermination reveals that there has been an overpayment to any Creditor, each Creditor which received such an overpayment shall pay to those other than Creditors who were underpaid in respect of such distribution the Collateralamount of the underpayment (together with, it may exercise to the right of set-off or counterclaim against any monies it may hold which were extent not paid within fifteen (15) business days after expiration of such letter of credit, interest at the then applicable Federal Funds Effective Rate from and including the date of such expiration to, but excluding, the date of payment by the Receiving Creditor to such other Creditors) and in connection return the remitting Creditor shall receive from each such underpaid Creditor a non-recourse (except as otherwise provided in the preceding paragraph) participation in the Subject Obligations owing to such underpaid Creditors in the amount of the underpayment paid over to such Creditor. If at any time any Creditor determines that for any reason it has received more than its Pro Rata Share of Subject Payments, such Creditor shall notify in writing (an "Overpayment Notice") the other Creditors and the amount of each Creditor's Pro Rata Share of Subject Payments shall be redetermined under the first paragraph of this Section 2. If a redetermination reveals that there has been an overpayment to any Creditor, each Creditor which received such an overpayment shall pay to those other Creditors who were underpaid in respect of such distribution the amount of the underpayment (together with, to the extent not paid within fifteen (15) business days after the Overpayment Notice, interest at the then applicable Federal Funds Effective Rate from and including the date of such Overpayment Notice to, but excluding, the date of payment by the Receiving Creditor to such other Creditors) and in return the remitting Creditor shall receive from each such underpaid Creditor a non-recourse (except as otherwise provided in the second paragraph of this Section 2) participation in the Subject Obligations owing to such underpaid Creditors in the amount of the underpayment paid over to such Creditor. Each Creditor also agrees that if at any time it receives proceeds of any collateral or security securing the obligations of a Subsidiary Guarantor under any of the Subsidiary Agreements, such proceeds shall be shared by such Creditor as a Receiving Creditor in accordance with the Obligations or otherwise received in connection with terms of this Section 2. Section 3. Agreements Among the Collateral. 1.9. 1.10Creditors.

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