Common use of Sharing of Setoff Clause in Contracts

Sharing of Setoff. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to any Group Member (as to which the provisions of this Section 2.14 shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant other than to any Group Member (as to which the provisions of this Section 2.14 shall apply (unless obtained by such Group Member in accordance with of this Agreement)). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a "Lender" for purposes of this Section 2.14(c)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender's receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(c)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant other than to any Group Member (as to which the provisions of this Section 2.14 shall apply (unless obtained by such Group Member in accordance with of this Agreement)). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Restricted Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise against any and all Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which a Lender is entitled under this Section 2.14(d) to share in the benefits of the recovery of setoff or counterclaim.

Sharing of Setoff. Each Subject to the terms of the Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender's receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, amounts owing them; provided that, unless otherwise permitted in this Agreement: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the purchase price express terms of this Agreement or prices (y) any payment obtained by a Lender as consideration for the assignment of or adjustment restored without interestsale of a participation in any of its Loans to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.12(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.12(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or Loans as interest on any of its Loans, participations in LC Disbursements or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the Loans aggregate amount of its Loans, participations in LC Disbursements and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value) participations in the Loans, participations in LC Disbursements and shall promptly pay to such other Lender obligations of the purchase price forother Lenders, a participation in the Loans of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the Loans principal of and accrued interest on their respective Loans, participations in the Loans held by each Lender 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 or counterclaim or LC Disbursements and other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.15(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.15(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by either Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any applicable intercreditor agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent in writing of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this clause (d) shall not be construed to apply to any payment (x) made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Lender agrees that if it shallAny Bank which shall receive payment of or on account of all or part of its share of the Loans, whether voluntary, involuntary or through the exercise of a any right of setoff, counterclaim, banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 bankruptcy statute or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less greater proportion than the unpaid principal portion proportionate amount of the Loans of any other Lenderprincipal, interest and fees due it under this Agreement shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay purchase immediately prior to such other Lender the purchase price for, a participation payment participations in the Loans portions of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender the other Banks so that all recoveries of principal, interest and fees shall be shared by the Banks in accordance with the same proportion provisions as set forth in Section 9.02 hereof; except that this provision shall not apply to the aggregate unpaid principal amount any setoff for payment of standard fees for maintaining deposit accounts. If all Loans then outstanding as the principal amount or any portion of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to excess payment is thereafter recovered from such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recoveredBank, such purchase or purchases or adjustments shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, but without interest. The Borrower expressly consents interest (except to the foregoing arrangements and agrees that extent such Bank is required to pay interest). All sums received by a Bank through the exercise of any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights right of setoff, counterclaim, banker's lien, setoff secured claim under any bankruptcy statute or counterclaim otherwise shall be deemed to be first applied to such Bank's portion of the Indebtedness under this Agreement until payment thereof in full and any balance remaining thereafter shall be utilized to purchase participations in the portions of the Loans held by the other Banks so that all recoveries of principal, interest and fees shall be shared by the Banks in accordance with respect the provisions as set forth in Section 9.02 hereof, subject to the same limitations and protections as set forth above, and any remaining balance, if any, of such amounts received by a Bank following unconditional repayment in full of the Loans may then be applied to any and all moneys owing by other Indebtedness of the Borrower to such Lender Bank, which Indebtedness does not constitute Loans and is outside the scope of or not contemplated by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthis Agreement.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a "Lender" for purposes of this Section 2.14(c)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender's receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully (and subject to the same limitations regarding payroll, tax, withholding, trust and petty cash accounts) as if such Lender had made were a Loan directly to the Borrower direct creditor of sucx Xxxn Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant (including by means of a Dutch Auction) described in Sections 2.10(k) and 10.04. The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any applicable Intercreditor Agreement, if any Lender agrees that if it (and/or any Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Borrowers or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Term Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Term Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, ) participations in the Term Loans and shall promptly pay to such other Lender obligations of the purchase price forother Lenders, a participation in the Loans of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Term Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than to any Company (as to which the provisions of this Section 2.14 shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Lender severally agrees that if it shallit, through the exercise of a any right of setoff, banker's lien, setoff lien or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 otherwise, receives payment of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received Obligations held by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less it that is ratably more than the unpaid principal portion of the Loans of any other Lender, it through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) The Lender exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed simultaneously to have purchased simultaneously purchased, from such the other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such Obligations held by the other Lender, Lender and shall pay to the other Lender a purchase price in an amount so that the aggregate unpaid principal amount share of the Loans and participations in the Loans Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender's share of the Obligations immediately prior to, and without taking into account, the payment; PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, setoff or counterclaim or other event was otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the principal amount rights of all Loans outstanding prior to such exercise Borrower, the purchase of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments a participation shall be made rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.16 shall from and after the payment giving rise thereto shall thereafter be recoveredpurchase have the right to give all notices, such purchase or purchases or adjustments shall be rescinded requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of such recovery and the purchase price or prices or adjustment restored without interestObligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been an Obligation so purchased may exercise any and all rights of setoff, banker's lien, setoff lien or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such that Lender had made a Loan directly to were the Borrower in original owner of the amount of such participationObligation purchased.

Sharing of Setoff. Each Subject to any agreement by all of the Lenders and subject to the Revolver Payment Priority Principles, if any Lender agrees that if it (and/or the Issuing Bank which shall be deemed a “Lender” for purposes of this Section 2.13(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the Borroweraggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agents and the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased 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; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a secured claim Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than (excluding any assignment of Term Loans to Holdings and/or the Borrower in accordance with Section 10.04(g)) to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). If 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 any similar law any Secured Party receives a secured claim in lieu of a setoff or otherwise, or by any other means (excluding for the purpose of counterclaim to which this Section 2.162.13(d) applies, Section 2.09such Secured Party shall to the extent practicable, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) exercise its rights in respect of any Loan or Loans as such secured claim in a result of manner consistent with the rights to which the unpaid principal portion Secured Party is entitled under this Section 2.13(d) to share in the benefits of the Loans recovery of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Parent Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the Borrower, or pursuant 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 Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.132.10, Section 2.14, Section 2.18 2.14 and Section 2.192.15), obtain payment (voluntary or involuntary) in respect of any Loan or Loans participations in L/C Disbursements as a result of which the unpaid principal portion of the Loans participations in L/C Disbursements of such Lender Bank shall be proportionately less than the unpaid principal portion of the Loans participations in L/C Disbursements of any other LenderBank, it shall be deemed simultaneously to have purchased from such other Lender Bank at face value, and shall promptly pay to such other Lender Bank the purchase price for, a participation participations in the Loans L/C Disbursements of such other LenderBank, so that the aggregate unpaid principal amount benefit of the Loans and participations in the Loans held by each Lender all such payments shall be shared ratably by the Banks 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventaccordance with their Commitment Percentages in L/C Disbursements; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 2.12 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding Bank acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank by reason thereof as fully as if such Lender had made Bank were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing of Setoff. Each Subject to the terms of any applicable intercreditor agreement, if any Lender agrees that if it (and/or any Issuing Bank, which shall be deemed a “Lender” for purposes of this ‎Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this clause (d) shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this ‎Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this ‎Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any applicable Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Term Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Term Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, ) participations in the Term Loans and shall promptly pay to such other Lender obligations of the purchase price forother Lenders, a participation in the Loans of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Term Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the L/C Issuer, which shall be deemed a “Lender” for purposes of this Section 1.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in Letter of Credit Obligations to any assignee or participant, other than to a Credit Party (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 1.14(d) applies, such Secured Party shall to the extent practicable exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 1.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.13(c)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this Section 2.13(c) shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Restricted Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.13(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.13(c) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant other than to any Group Member (as to which the provisions of this Section 2.14 shall apply (unless obtained by such Group Member in accordance with of this Agreement)). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or participations in LC Disbursements or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in LC Disbursements and such other obligations of the Loans held by each Lender other relevant Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the relevant Lenders ratably in the same proportion to accordance with the aggregate unpaid principal amount of all principal of and accrued interest on their respective relevant Loans then outstanding and participations in LC Disbursements and other amounts owing them, as the principal amount of its Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventapplicable; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, (y) the application of Cash Collateral as provided for in Section 2.20(d) or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14 applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Revolving Loans as or participations in LC Disbursements or Swingline Loans or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, ) participations in the Revolving Loans and shall promptly pay to participations in LC Disbursements and Swingline Loans and such other Lender obligations of the purchase price forother Lenders, a participation in the Loans of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Revolving Loans and participations in the LC Disbursements and Swingline Loans held by each Lender 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 lienand other amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant. The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject, as among the Lenders, to any agreement between Blackstone, on the one hand, and any one or more Lender(s), on the other hand, if any Lenderby all of the Lenders and subject to the Revolver Payment Priority Principles, if any Lender agrees that if it (and/or the Issuing Bank which shall be deemed a “Lender” for purposes of this Section 2.13(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the Borroweraggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative AgentAgents and the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased 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; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a secured claim Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than (excluding any assignment of Term Loans to Holdings and/or the Borrower in accordance with Section 10.04(g)) to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). If 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 any similar law any Secured Party receives a secured claim in lieu of a setoff or otherwise, or by any other means (excluding for the purpose of counterclaim to which this Section 2.162.13(d) applies, Section 2.09such Secured Party shall to the extent practicable, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) exercise its rights in respect of any Loan or Loans as such secured claim in a result of manner consistent with the rights to which the unpaid principal portion Secured Party is entitled under this Section 2.13(d) to share in the benefits of the Loans recovery of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to any Group Member (as to which the provisions of this Section 2.14 shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or any Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.132.10, Section 2.14, Section 2.18 2.14 and Section 2.192.15), obtain payment (voluntary or involuntary) in respect of any Loan or Loans participations in L/C Disbursements as a result of which the unpaid principal portion of the Loans participations in L/C Disbursements of such Lender Bank shall be proportionately less than the unpaid principal portion of the Loans participations in L/C Disbursements of any other LenderBank, it shall be deemed simultaneously to have purchased from such other Lender Bank at face value, and shall promptly pay to such other Lender Bank the purchase price for, a participation participations in the Loans L/C Disbursements of such other LenderBank, so that the aggregate unpaid principal amount benefit of the Loans and participations in the Loans held by each Lender all such payments shall be shared ratably by the Banks 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventaccordance with their Commitment Percentages in L/C Disbursements; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 2.12 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding Bank acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank by reason thereof as fully as if such Lender had made Bank were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing of Setoff. Each Subject, as among the Lenders, to any agreement between Blackstone, on the one hand, and any one or more Lender(s), on the other hand, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against or otherwise, obtain payment in respect of any principal of or interest on any of its Loans or other Obligations resulting in such Lender’s receiving payment of a proportion of the Borroweraggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent and the other Lenders of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that: (i) if any such participations are purchased 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; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a secured claim Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). If 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 any similar law any Secured Party receives a secured claim in lieu of a setoff or otherwise, or by any other means (excluding for the purpose of counterclaim to which this Section 2.162.13(d) applies, Section 2.09such Secured Party shall to the extent practicable, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) exercise its rights in respect of any Loan or Loans as such secured claim in a result of manner consistent with the rights to which the unpaid principal portion Secured Party is entitled under this Section 2.13(d) to share in the benefits of the Loans recovery of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of the Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationsecured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any assignee or participant other than to any Group Member (as to which the provisions of this Section 2.14 shall apply (unless obtained by such Group Member in accordance with of this Agreement)). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Lender severally agrees that if it shallit, ----------------- through the exercise of a any right of setoff, banker's lien, setoff lien or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 otherwise, receives payment of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received Obligations held by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan or Loans as a result of which the unpaid principal portion of the Loans of such Lender shall be proportionately less it that is ratably more than the unpaid principal portion of the Loans of any other Lender, it through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) The Lender exercising the right of setoff, banker's lien or counterclaim or otherwise receiving such pay ment shall purchase, and shall be deemed simultaneously to have purchased simultaneously purchased, from such the other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans of such Obligations held by the other Lender, Lender and shall pay to the other Lender a purchase price in an amount so that the aggregate unpaid principal amount share of the Loans and participations in the Loans Obligations held by each Lender after the exercise of the right of setoff, banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to such exercise of the right of setoff, banker's lien or counterclaim or receipt of payment; and (b) Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker's lien, setoff or counterclaim or other event was wise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the principal amount rights of all Loans outstanding prior to such exercise Borrower, the purchase of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments a participation shall be made rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 2.16 shall from and after the payment giving rise thereto shall thereafter be recoveredpurchase have the right to give all notices, such purchase or purchases or adjustments shall be rescinded requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of such recovery and the purchase price or prices or adjustment restored without interestObligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been an Obligation so purchased may exercise any and all rights of setoff, banker's lien, setoff lien or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made a Loan directly to that Xxxxxx were the Borrower in original owner of the amount of such participationObligation purchased.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by a Borrower pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Group Member (as to which the provisions of this Section 2.14 shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or Loans as interest on any of its Revolving Loans, Term Loans, participations in LC Disbursements or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the Loans aggregate amount of its Revolving Loans, Term Loans, participations in LC Disbursements and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender fact and (y) purchase (for cash at face value) participations in the Revolving Loans, Term Loans, participations in LC Disbursements and shall promptly pay to such other Lender Obligations of the purchase price forother Lenders, a participation in the Loans of or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in the Loans held by each Lender 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 or counterclaim or LC Disbursements and other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than (except in connection with an assignment made to a Purchasing Borrower Party in accordance with Section 10.04(h)) to Holdings or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.16(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.16(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 lienother amounts owing them, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant described in Sections 2.10(l) and 10.04. The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each Subject to the terms of any Intercreditor Agreement, if any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a “Lender” for purposes of this Section 2.14(d)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender’s receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to any payment (x) made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or (y) obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to any Group Member (as to which the provisions of this Section 2.14 shall apply). The Borrower expressly Each Credit Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Credit Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully as if such Lender had made were a Loan directly to the Borrower direct creditor of such Credit Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(d) applies, such Secured Party shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(d) to share in the benefits of the recovery of such secured claim.

Sharing of Setoff. Each If any Lender agrees that if it (and/or the Issuing Bank, which shall be deemed a "Lender" for purposes of this Section 2.14(c)) shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, or pursuant 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 any other means (excluding for the purpose of this Section 2.16, Section 2.09, Section 2.12, Section 2.13, Section 2.14, Section 2.18 and Section 2.19), obtain payment (voluntary or involuntary) in respect of any Loan principal of or interest on any of its Loans as or other Obligations resulting in such Lender's receiving payment of a result of which the unpaid principal portion proportion of the aggregate amount of its Loans and accrued interest thereon or other Obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such Lender shall be proportionately less than the unpaid principal portion of the Loans of any other Lenderfact, it shall be deemed simultaneously to have purchased from such other Lender and (b) purchase (for cash at face value, and shall promptly pay to such other Lender the purchase price for, a participation ) participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of the principal of and accrued interest on their respective Loans and participations in the Loans held by each Lender 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 or counterclaim or other event was to the principal amount of all Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventamounts owing them; provided, however, provided that, : (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.16 and any portion of the payment giving rise thereto shall thereafter be is recovered, such purchase or purchases or adjustments participations shall be rescinded and the purchase price restored to the extent of such recovery and the purchase price or prices or adjustment restored recovery, without interest; and (ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Requirements of Law, that any Lender holding acquiring a participation in a Loan deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against such Loan Party rights of banker's lien, setoff or and counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof participation as fully (and subject to the same limitations regarding payroll, tax, withholding, trust and xxxxx cash accounts) as if such Lender had made were a direct creditor of such Loan directly to the Borrower Party in the amount of such participation. If under applicable bankruptcy, insolvency or any similar law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.