Common use of Sharing of Payments and Setoffs Clause in Contracts

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender Bank agrees that if it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff or counterclaim against the Borrower (pursuant to Section 8.3 or otherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by similar means, obtain payment (voluntary or involuntary) in respect of any Revolving Credit Loan or Revolving Credit Loans (other than pursuant to Sections 2.13, 2.15 or 2.17) as a result of which the unpaid principal portion of its Revolving Credit Loans shall be proportionately less than the unpaid principal portion of the Revolving Credit Loans of any other Bank, it shall simultaneously purchase from such other Banks at face value a participation in the Revolving Credit Loans of such other Banks, so that the aggregate unpaid principal amount of Revolving Credit Loans and participations in Revolving Credit Loans held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Loans then outstanding as the principal amount of its Revolving Credit Loans prior to such exercise of banker's lien, setoff, counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable other event was to the payment principal amount of the principal of or interest on either of the all Revolving Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower Loans outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amountbanker's lien, setoff, counterclaim or other event; provided provided, however, that if all any such purchase or any portion of such excess amount is purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. This Section 10.14 shall not impair The Borrower expressly consents to the right of foregoing arrangements and agrees that any Lender Bank holding a participation in a Note deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by the Borrower to such Lender Bank as fully as if such Bank had made a Revolving Credit Loan directly to secure only indebtedness other than such the Obligations, and to apply Borrower in the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateralcollateral, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesLoan, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan ’s Commitment Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor Subsidiary that either (a) constitutes Collateral collateral for the Loan (if any) or (b) contains funds exclusively derived from or related to any collateral for the CollateralLoan, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender Bank agrees that if ------------------------------- it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff to the extent not prohibited under Section 9.05, or counterclaim against Borrower, including, ------------ but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by similar means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or any Letter of Credit Liabilities (other than pursuant to Sections 2.16, 2.18 or 2.20) as a ------------- ---- ---- result of which the unpaid principal portion of its Loans and Letter of Credit Liabilities shall be proportionately less than the unpaid principal portion of the Loans and Letter of Credit Liabilities of any other Bank, it shall simultaneously purchase from such other Banks at face value a participation in the Loans and Letter of Credit Liabilities of such other Banks, so that the aggregate unpaid principal amount of Loans and Letter of Credit Liabilities and participations in Loans and Letter of Credit Liabilities held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans and Letter of Credit Liabilities then outstanding as the principal amount of its Loans and Letter of Credit Liabilities prior to such exercise of banker's lien, setoff, counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable other event was to the payment principal amount of the principal all Loans and Letter of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower Liabilities outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amountbanker's lien, setoff pursuant to Section 9.05, counterclaim or other event; provided provided, ------------ -------- however, that if all any such purchase or any portion of such excess amount is purchases or adjustments shall be made ------- pursuant to this Section 2.21 and the payment giving rise thereto shall ------------ thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. This Section 10.14 shall not impair Borrower expressly consents to the right of foregoing arrangements and agrees that any Lender Bank holding a participation in a Note deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by Borrower to such Lender Bank as fully as if such Bank had made a Loan directly to secure only indebtedness other than the Obligations, and to apply such Borrower in the amount received or subject to such exercise to the payment -42- of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of any Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all the Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of any Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of any Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any GuarantorBorrower) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateralcollateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesLoan, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Commitment Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor Subsidiary that either (a) constitutes Collateral collateral for the Loan (if any) or (b) contains funds exclusively derived from or related to any collateral for the CollateralLoan, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateralcollateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesFacility, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Commitment Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor Subsidiary that either (a) constitutes Collateral collateral for the Credit Facility (if any) or (b) contains funds exclusively derived from or related to any collateral for the CollateralCredit Facility, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff or counterclaim against the Borrowers, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by counterclaim such Lender under any applicable bankruptcy, insolvency or cross action, by the enforcement of any right under the Loan Documents other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note held by it as a result of which is applicable the unpaid principal portion of the Notes held by it shall be proportionately less than the unpaid principal portion of the Notes held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes held by such other Lender so that the aggregate unpaid principal amount of the Notes and participations in Notes held by it shall be in the same proportion to the payment aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the principal Notes held by it prior to such exercise of banker's lien, setoff or interest on either of the Credit Facilities, of a sum which with respect counterclaim was to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness principal amount of Borrower all Notes outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amountbanker's lien, setoff or counterclaim; provided provided, however, that if all any such purchase or any portion of such excess amount is purchases or adjustments shall be made pursuant to this paragraph and the payment giving rise thereto shall thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustments restored without interest. This Section 10.14 shall not impair The Borrowers expressly consent to the right of foregoing arrangements and agree that any Lender holding a participation in a Note deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by the Borrowers to such Lender to secure only indebtedness other than the Obligations, and to apply as fully as if such Lender held a Note in the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesFacility, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 9.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all the Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any GuarantorBorrower) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateralcollateral, by the exercise of the right of setoff or banker's ’s lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesFacility, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan ’s Commitment Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor Subsidiary that either (a) constitutes Collateral collateral for the Credit Facility (if any) or (b) contains funds exclusively derived from or related to any collateral for the CollateralCredit Facility, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender Bank agrees that if it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff to the extent not prohibited under SECTION 8.4, or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable Debtor Relief Law or otherwise, or by similar means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans (other than pursuant to SECTIONS 2.12, 2.13, 2.15, or 2.16) as a result of which the unpaid principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Bank, it shall simultaneously purchase from such other Banks at face value a participation in the Loans of such other Banks, so that the aggregate unpaid principal amount of Loans and participations in Loans held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff, counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable other event was to the payment principal amount of the principal of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower all Loans outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amountbanker's lien, setoff pursuant to SECTION 8.4, counterclaim or other event; provided PROVIDED, HOWEVER, that if all any such purchase or any portion of such excess amount is purchases or adjustments shall be made pursuant to this SECTION 2.17 and the payment giving rise thereto shall thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. This Section 10.14 shall not impair The Borrower expressly consents to the right of foregoing arrangements and agrees that any Lender Bank holding a participation in any Note deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by the Borrower to such Lender Bank as fully as if such Bank had made a Loan directly to secure only indebtedness other than such the Obligations, and to apply Borrower in the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of any Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.by

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesNotes, of a sum which with respect to the related sum or sums received by the other Lenders exceeds the amount such Lender's Aggregate Lender would receive based upon its Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest a participation in the indebtedness Notes of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided provided, that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section 10.14 SECTION 9.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, ; it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, Subsidiary of Borrower shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary of Borrower to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any GuarantorSubsidiary of Borrower) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary payment, by realization upon any Collateralcollateral, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable to the payment of the principal of or interest on either of the Credit FacilitiesFacility, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Commitment Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount; provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. This Section SECTION 10.14 shall not impair the right of any Lender to exercise any right of setoff or counterclaim it may have with respect to any funds in an account pledged to such Lender to secure only indebtedness other than the Obligations, and to apply the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor Subsidiary that either (a) constitutes Collateral collateral for the Credit Facility (if any) or (b) contains funds exclusively derived from or related to any collateral for the CollateralCredit Facility, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor Subsidiary to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligations.

Sharing of Payments and Setoffs. Each Lender Bank agrees that if ------------------------------- it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff to the extent not prohibited under Section 9.05, or counterclaim against Borrower, including, ------------ but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by similar means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans (other than pursuant to Sections 2.15, 2.17 or 2.19) as a result of which the unpaid ------------- ---- ---- principal portion of its Loans shall be proportionately less than the unpaid principal portion of the Loans of any other Bank, it shall simultaneously purchase from such other Banks at face value a participation in the Loans of such other Banks, so that the aggregate unpaid principal amount of Loans and participations in Loans held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of banker's lien, setoff, counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable other event was to the payment principal amount of the principal of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower all Loans outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amountbanker's lien, setoff pursuant to Section 9.05, ------------ counterclaim or other event; provided provided, however, that if all any such purchase or any portion of such excess amount is -------- ------- purchases or adjustments shall be made pursuant to this Section 2.20 and the ------------ payment giving rise thereto shall thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. This Section 10.14 shall not impair Borrower expressly consents to the right of foregoing arrangements and agrees that any Lender Bank holding a participation in a Note deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by Borrower to such Lender Bank as fully as if such Bank had made a Loan directly to secure only indebtedness other than the Obligations, and to apply such Borrower in the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.

Sharing of Payments and Setoffs. Each Lender agrees that if it should receive any amount (whether by voluntary paymentshall, by realization upon any Collateral, by through the exercise of the a right of setoff or banker's lien, setoff to the extent not prohibited under Section 9.05, or counterclaim against Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by similar means, obtain payment (voluntary or involuntary) in respect of any Loan or any Letter of Credit Liability (other than pursuant to Section 2.15, Section 2.17 or Section 2.19) as a result of which the unpaid principal portion of its Loans and Letter of Credit Liabilities shall be proportionately less than the unpaid principal portion of the Loans and Letter of Credit Liabilities of any other Lender, it shall simultaneously purchase from such other Lenders at face value a participation in the Loans and Letter of Credit Liabilities of such other Lenders, so that the aggregate unpaid principal amount of Loans and Letter of Credit Liabilities and participations in Loans and Letter of Credit Liabilities held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and Letter of Credit Liabilities then outstanding as the principal amount of its Loans and Letter of Credit Liabilities prior to such exercise of banker's lien, setoff, counterclaim or cross action, by the enforcement of any right under the Loan Documents or otherwise) which is applicable other event was to the payment principal amount of the principal all Loans and Letter of or interest on either of the Credit Facilities, of a sum which with respect to the related sum or sums received by the other Lenders exceeds such Lender's Aggregate Loan Percentage, then such Lender receiving such excess payment shall purchase without recourse or warranty from the other Lenders an interest in the indebtedness of Borrower Liabilities outstanding prior to such Lenders in such amount as shall result in a proportional participation by all exercise of the Lenders in such amount; banker's lien, setoff pursuant to Section 9.05, counterclaim or other event, provided that if all any such purchase or any portion of such excess amount is purchases or adjustments shall be made pursuant to this Section 2.20 and the payment giving rise thereto shall thereafter recovered from such Lenderbe recovered, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery, but recovery and the purchase price or prices or adjustment restored without interest. This Section 10.14 shall not impair Borrower expressly consents to the right of foregoing arrangements and agrees that any Lender holding a participation in any Loans or Letter of Credit Liabilities deemed to have been so purchased may exercise any right and all rights of banker's lien, setoff or counterclaim it may have with respect to any funds in an account pledged and all moneys owing by Borrower to such Lender as fully as if such Lender had made a Loan directly to secure only indebtedness other than the Obligations, and to apply such Borrower in the amount received or subject to such exercise to the payment of such other indebtedness, it being expressly agreed by all Lenders, however, that until the Obligations are paid and satisfied in full, any and all amounts received by any Lender from offset of any account of Borrower or any Guarantor that either (a) constitutes Collateral or (b) contains funds exclusively derived from or related to the Collateral, shall be applied to the Obligations, and not to any other indebtedness of Borrower or any Guarantor to such Lender, except in the case of a certificate of deposit or other designated account (but in no event any operating account of Borrower or any Guarantor) that is specifically pledged or assigned to a Lender as security for indebtedness other than the Obligationsparticipation.