Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstanding Loans made by it (other than payments received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans made by the other [[Organization B:Organization]] so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by it or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Organization]] share in the benefits of such collateral ratably in proportion to the outstanding Loans made by each of them. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstandingprincipal of or interest on its Loans made by it (other than payments received pursuant to Section[Section 3.1, 3.2, 3.4 or 3.5)5]5]5] in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeheld by the other [[Organization B:Organization]] so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Organization]] share in the benefits of such collateral ratably in proportion to the outstanding Loans made by each of them.their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made.

Section # Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstandingits Loans made by it (other than payments received pursuant to Section 3.1, 3.2, 3.44, 3.5, payments made to an Non-Consenting Lender on its applicable Termination Date pursuant to Section 2.2.3 or 3.5)payments of principal or interest on Competitive Bid Loans by any Borrower at a time when no Default is continuing with respect to such Borrower) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeheld by the other [[Organization B:Organization]] without recourse or warranty from the other [[Organization B:Organization]] except for the representations and warranties set forth in the Assignment and Assumption Agreement attached hereto as Exhibit G to the extent necessary so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Organization]] share in the benefits of such collateral ratably in proportion to the outstanding Loans made by each of them.their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender other than Indebtedness comprised of Loans made by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of the Loans.

Section # Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstanding Loans made by itits Loan (other than payments received pursuant to Sectionand in accordance with the express terms of this Agreement (including [Section 2.9.2(a), 2.21, 3.1, 3.2, 3.4 or3, 3.5)4, 3.5, 13.2, 13.3]3]3]3]3]3]3]3]3])) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeLoan held by the other [[Organization B:A:Organization]] without recourse or warranty from the other [[Organization A:Organization]] except for the representations and warranties set forth in the Assignment and Assumption Agreement attached hereto as Exhibit C to the extent necessary so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans.the Loan. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:A:Organization]] share in the benefits of such collateral ratably into their proportion toof the outstanding Loans made by each of them.Loan. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of the Borrower to a Lender other than Indebtedness comprised of the Loan made by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of the Loan. If any participations are purchased pursuant to this [Section 12.2] and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest.

Ratable11.2Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstanding Loans made by itits Outstanding Credit Exposure (other than payments received pursuant to Section[Sections 3.1, 3.2, 3.43 or 3.5)5]5]) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeAggregate Outstanding Credit Exposure held by the other [[Organization B:Organization]] so that after such purchase each Lender will hold its ratable proportionPro Rata Share of all of such [[Organization A:Organization]]’s outstanding Loans.the Aggregate Outstanding Credit Exposure. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Organization]] share in the benefits of such collateral ratably in proportion to their respective Pro Rata Share of the outstanding Loans made by each of them.Aggregate Outstanding Credit Exposure. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of the Borrower to a Lender other than Indebtedness comprised of the Outstanding Credit Exposure of such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of such Outstanding Credit Exposure.

Section # Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstandingits Loans made by it (other than payments received pursuant to Sectionand in accordance with the express terms of this Agreement (including [Section 2.9.2(a), 2.21, 3.1, 3.2, 3.44, 3.5, 13.2, 13.3]3]3]3]3]3]3], payments made to an Non-Consenting Lender on its applicable Termination Date pursuant to Section 2.2.3 or 3.5)payments of principal or interest on Competitive Bid Loans by any Borrower at a time when no Default is continuing with respect to such Borrower) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeheld by the other [[Organization B:Organization]] without recourse or warranty from the other [[Organization B:Organization]] except for the representations and warranties set forth in the Assignment and Assumption Agreement attached hereto as [Exhibit G] to the extent necessary so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Organization]] share in the benefits of such collateral ratably in proportion to the outstanding Loans made by each of them.their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender other than Indebtedness comprised of Loans made by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of the Loans. If any participations are purchased pursuant to this Section 12.2 and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest.

Section # Ratable Payments. If any Lender, whether by setoff or otherwise, has payment made to it upon the outstandingits Loans made by it (other than payments received pursuant to Sectionand in accordance with the express terms of this Agreement (including [Section 2.9.2(a), 2.21, 3.1, 3.2, 3.43, 3.4, 3.5, 13.2, 13.3]3]3]3]3]3]3]3]3], payments made to an Non-Consenting Lender on its applicable Termination Date pursuant to [Section 2.2.3] or 3.5)payments of principal or interest on Competitive Bid Loans by any Borrower at a time when no Default is continuing with respect to such Borrower) in a greater proportion than that received by any other Lender, such Lender agrees, promptly upon demand, to purchase a portion of the outstanding Loans madeheld by the other [[Organization B:Lenders:Organization]] without recourse or warranty from the other ​ except for the representations and warranties set forth in the Assignment and Assumption Agreement attached hereto as [Exhibit G] to the extent necessary so that after such purchase each Lender will hold its ratable proportion of all of such [[Organization A:Organization]]’s outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for the outstanding Loans made by itits Obligations or such amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take such action necessary such that all [[Organization B:Lenders:Organization]] share in the benefits of such collateral ratably in proportion to the outstanding Loans made by each of them.their Loans. In case any such payment is disturbed by legal process, or otherwise, appropriate further adjustments shall be made. If an amount to be setoff is to be applied to Indebtedness of any Borrower to a Lender other than Indebtedness comprised of Loans made by such Lender, such amount shall be applied ratably to such other Indebtedness and to the Indebtedness comprised of the Loans. If any participations are purchased pursuant to this [Section 12.2] and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest.