Ratable Payments. If any Holder of Secured Obligations, whether by setoff or otherwise, has payment made to it upon its Secured Obligations (other than payments received pursuant to [Sections 2.14(E), 4.1, 4.2 or 4.4]4]4]4] or as otherwise provided herein) in a greater proportion than that received by any other Holder of Secured Obligations, such Holder of Secured Obligations agrees, promptly upon demand, to purchase a portion of the Secured Obligations held by the other Holders of Secured Obligations so that after such purchase each Holder of Secured Obligations will hold its ratable share of the relevant Secured Obligations in accordance with [Section 12.4]. If any Holder of Secured Obligations, whether in connection with setoff or amounts which might be subject to setoff or otherwise, receives collateral or other protection for its Secured Obligations or such amounts which may be subject to setoff, such Holder of Secured Obligations agrees, promptly upon demand, to take such action necessary such that all Holders of Secured Obligations share in the benefits of such collateral ratably in proportion to the obligations owing to 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 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 Advances. Each Ratable Advance hereunder shall consist of Loans made to a Borrower from the several [[Organization B:Organization]] ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment. The aggregate outstanding amount of Competitive Bid Advances shall reduce each Lender’s Commitment ratably in the proportion such Lender’s Commitment bears to the Aggregate Commitment regardless of which Lender or [[Organization B:Organization]] make such Competitive Bid Advances.

Ratable Loans. Each Advance shall consist of Loans made # in the case of Revolving Loans to the Company, by the Lenders ratably in accordance with their respective Pro Rata Shares, # in the case of Revolving Loans to any Borrowing Subsidiary, by the BSub Lenders for such Borrowing Subsidiary in accordance with their respective BSub Percentages for such Borrowing Subsidiary or # in the case of the Term Loan, by the Lenders ratably in accordance with their pro rata portion of the Term Loan.

Ratable Loans. The Loans hereunder shall be made by the [[Organization B:Organization]] ratably in accordance with their Pro Rata Shares.

Non-Ratable Reduction. The Borrower shall have the right, at any time, upon at least ten Business Days’ notice to a Defaulting Lender (with a copy to the Agent), to terminate in whole such Lender’s Commitments. Such termination shall be effective, # with respect to such Lender’s Unused Commitment, on the date set forth in such notice, provided, however, that such date shall be no earlier than ten Business Days after receipt of such notice and # with respect to each Advance outstanding to such Lender, in the case of Base Rate Advances, on the date set forth in such notice and, in the case of Eurodollar Rate, on the last day of the then current Interest Period relating to such Advance. Upon termination of a Lender’s Commitments under this [Section 2.05(b)], the Borrower will pay or cause to be paid all principal of, and interest accrued to the date of such payment on, Advances owing to such Lender and pay any accrued commitment fees payable to such Lender pursuant to the provisions of [Section 2.04], and all other amounts payable to such Lender hereunder (including, but not limited to, any increased costs or other amounts owing under [Section 2.11] and any indemnification for Taxes under [Section 2.14]); and upon such payments, the obligations of such Lender hereunder shall, by the provisions hereof, be released and discharged; provided, however, that such Lender’s rights under [Sections 2.11, 2.14 and 8.04]4]4], and its obligations under [Section 7.05] shall survive such release and discharge as to matters occurring prior to such date. The aggregate amount of the Commitments of the Lenders once reduced pursuant to this [Section 2.05(b)] may not be reinstated; provided, further, however, that if pursuant to this [Section 2.05(b)], the Borrower shall pay to a Defaulting Lender any principal of, or interest accrued on, the Advances owing to such Defaulting Lender, then the Borrower shall either # confirm to the Agent that the conditions set forth in [Section 3.03(a)] are met on and as of such date of payment or # pay or cause to be paid a ratable payment of principal and interest to all Lenders who are not Defaulting Lenders.

SETOFF; RATABLE PAYMENTS

Lender’s Name Ratable Loan Percentage/Ratable

Payments. All amounts due under this Section shall be payable promptly after demand therefor.

Payments. The Assignee shall pay the Assignor, on the Effective Date, the Dollar Amount agreed to by the Assignor and the Assignee. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of D-5 principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.