Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest.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 or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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 meansmeans (other than pursuant to Sections 2.14, 2.16 or 2.20), obtain payment (voluntary or involuntary) in respect of any Loan or Revolving Loans or amounts owed to it in respect of L/C Disbursement Disbursements as a result of which the unpaid principal portion of its Revolving Loans and participations the amounts owed to it in respect of L/C Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Loans and participations amounts owed in respect of L/C Disbursements 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 Revolving Loans and amounts owed in respect of L/C Exposure Disbursements of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and participations in the Revolving Loans and amounts owed in respect of L/C Exposure and participations in Loans and L/C Exposure held by Disbursements of each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and amounts owed in respect of L/C Exposure Disbursements then outstanding as the principal amount of its Revolving Loans and the amounts owed to it in respect of L/C Exposure Disbursements prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and amounts owed in respect of L/C Exposure Disbursements outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Any Lender holding a participation in a Revolving Loan or amount owed in respect of an L/C Disbursement 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 Revolving Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partyeither 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations participation in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations participation in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations participation in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 such Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans Loans, or participations in L/C Disbursement Obligations and Swing Line Loans held by it, as a result of which the unpaid principal portion of its Loans and Loans, or participations in L/C Disbursements Obligations and Swing Line Loans held by it, shall be proportionately less than the unpaid principal portion of the Loans and of any other Lender, or participations in L/C Disbursements of any Obligations and Swing Line Loans held by such 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 and of such other Lender (or a sub-participation in the participations in L/C Exposure of Obligations and Swing Line Loans held by such other Lender), so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure participations then outstanding as the principal amount of its Loans and L/C Exposure participations prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure participations outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (a) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (b) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 any Affiliates of the Borrower (as to which the provisions of this Section 2.18 shall apply); provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.25 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased 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 and Holdings 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 Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Swingline Loans or Competitive Loans, as the case may be, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or category of its Loans or L/C such Lender’s Revolving Credit Percentage of any LC Disbursement as a result of which the unpaid principal portion of its such Loans and participations in L/C or the unpaid portion of such Lender’s Revolving Credit Percentage of the LC Disbursements shall be proportionately less than the unpaid principal portion of such Loans or the Loans and participations in L/C unpaid portion of the Revolving Credit Percentage of the LC Disbursements 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 such Loans or the Loans and L/C Exposure Revolving Credit Percentage of the LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in such Loans held by each Lender or the Revolving Credit Percentage of LC Disbursements and L/C Exposure participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure or LC Disbursements then outstanding as the principal amount of its such Loans and L/C Exposure or the Revolving Credit Percentage of LC Disbursements of each Lender prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure or LC Disbursements outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Any Lender holding a participation in a Loan or L/C LC Disbursement 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 any Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower or issued a Letter of Credit for the account of such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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 meansmeans (excluding means expressly contemplated elsewhere in this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 and Parent expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Parent 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Standby Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the such Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Loans and participations in L/C Disbursements 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 Revolving Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and L/C Exposure and participations in Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure then outstanding as the principal amount of its Revolving Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Revolving Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Revolving Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.15 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the such Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Participant agrees that if it shall, in accordance with applicable law, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower Sponsor or any other Loan PartyBorrower, or pursuant to a secured claim under Section 506 of or 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 the Participant under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement Funded Participation under this Agreement (other than pursuant to Section 2.12(c)) as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements Funded Participation shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Funded Participation of any other LenderParticipant, it shall be deemed simultaneously to have purchased from such other Lender Participant at face value, and shall promptly pay to such other Lender Participant the purchase price for, a participation in the Loans and L/C Exposure Funded Participation of such other LenderParticipant, so that the aggregate unpaid principal amount of the Loans and L/C Exposure Funded Participation and participations in Loans and L/C Exposure Funded Participations held by each Lender Participant shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Funded Participations then outstanding as the principal amount of its Loans and L/C Exposure purchases prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Funded Participations outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.13 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 Servicer and each Participant hereby further agrees that any set-off amount received with respect to any Borrower, the Sponsor or any Guarantor shall first be applied to amounts outstanding under the Franchisee Loan Program prior to application to any other obligations of any such Person to the Servicer or such Participant. The Sponsor expressly consents to the foregoing arrangements and agrees agrees, to the extent permitted by applicable law, that any Lender Participant holding a Funded Participation or a participation in a Loan or L/C Disbursement Funded Participation 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 Sponsor to such Lender Participant by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthereof.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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 meansmeans (excluding means expressly contemplated elsewhere in this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Standby Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Standby Loan or L/C Disbursement 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 such Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, lien setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Holdings 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Credit Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including any application of funds arising from the existence of a Defaulting Lender) or 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, unless such assignment was made pursuant to Section 9.04(l), to the Borrower or any of its Affiliates (it being understood that, unless such assignment was made pursuant to Section 9.04(l), the provisions of this Section 2.18 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the any Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement (including prepayments received pursuant to Section 2.12(b)) or 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. The Borrower Borrowers and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 Debtor Relief Law or other similar law Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 2.17 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 or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Term Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Term Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Term Loans and participations in L/C Disbursements 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 Term Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Term Loans and L/C Exposure and participations in Term Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans and L/C Exposure then outstanding as the principal amount of its Term Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Term Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment 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 consents consent to the foregoing arrangements and agrees that any Lender holding a participation in a Term Loan or L/C Disbursement 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 Term Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. (a) Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be reduced so as to be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 any Term Loan or L/C Disbursement 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 an Extension of Credit in the amount of such participation. The provisions of this paragraph shall not be construed to apply to (y) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), or (z) 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 the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). (b) If any Lender shall fail to make any payment required to be made by it pursuant to subsection (f) of Article VII, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent to satisfy such Lender’s obligations to it under such provision of this Agreement until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such provision, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the either Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan, Floorplan Loan Payment or Loans or L/C LC Disbursement as a result of which the unpaid principal portion of its Loans Loans, Floorplan Loan Payments and participations in L/C LC Disbursements shall be proportionately less than the unpaid principal portion of the Loans Loans, Floorplan Loan Payments and participations in L/C LC Disbursements 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 Loans, Floorplan Loan Exposure and L/C LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans Loans, Floorplan Loan Exposure and L/C LC Exposure and participations in Loans Loans, Floorplan Loan Exposure and L/C LC Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Loans, Floorplan Loan Exposure and L/C LC Exposure then outstanding as the principal amount of its Loans Loans, Floorplan Loan Exposure and L/C LC Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans Loans, Floorplan Loan Exposure and L/C LC Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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. The Borrower expressly consents consent to the foregoing arrangements and agrees that any Lender holding a participation in a Loan, Floorplan Loan Payment or L/C LC Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in or L/C Disbursements made pursuant to any Commitment (or, after acceleration of the Loans pursuant to Article VII, applicable to any Loan or L/C Disbursement) shall be proportionately less than the unpaid principal portion of the Loans and participations in or L/C Disbursements of any other LenderLender made pursuant to such Commitments (or, after acceleration of the Loans pursuant to Article VII, applicable to any Loan or L/C Disbursement), 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 an interest in the Loans and or L/C Exposure Disbursements of such other Lender, so that the aggregate unpaid principal amount of the Loans and or L/C Exposure Disbursements and participations interests in Loans and or L/C Exposure Disbursements held by each such Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and or L/C Exposure Disbursements then outstanding under such Commitments as the principal amount of its Loans and or L/C Exposure Disbursements under such Commitments prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all such Loans and or L/C Exposure Disbursements outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 an interest in a Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Loan directly to to, or L/C Disbursement directly for the benefit of, the Borrower in the amount of such participationinterest.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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, obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or L/C Disbursement participations in LC Disbursements as a result of which the unpaid principal portion of its Revolving Loans and or participations in L/C LC Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Loans and or participations in L/C LC Disbursements 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 Revolving Loans and L/C Exposure or participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender Lender, after giving effect to all such purchases, shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure participations in LC Disbursements then outstanding as the principal amount of its Revolving Loans and L/C Exposure participations in LC Disbursements prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and L/C Exposure participations in LC Disbursements outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Any Lender holding a participation in a Loan or L/C Disbursement 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 Revolving Loan, or acquired participation in a LC Disbursement, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any principal of or interest on any of its Loan or Loans or L/C Disbursement any of its participations in Letters of Credit as a result of which the unpaid principal portion of its Loans Revolving Credit Outstandings and participations in L/C Disbursements accrued interest thereon shall be proportionately less than the unpaid principal portion of the Loans Revolving Credit Outstandings and participations in L/C Disbursements accrued interest thereon 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 in cash for, a participation in the Loans and L/C Exposure Revolving Credit Outstandings of such other Lender, so that the aggregate unpaid principal amount 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 L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount Letters of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventCredit; provided, however, that that, (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by Holdings or the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 Letters of Credit to any Eligible Assignee. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement any of the Revolving Credit Outstandings 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 or otherwise extended credit directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in L/C LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C LC Disbursements 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 such Loans and L/C Exposure participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding participations in LC Disbursements as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 2.19 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C an LC Disbursement 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 the Lender had made were a Loan direct creditor directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower Borrowers or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.13 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 or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement (except pursuant to Sections 2.21(a), 2.22, 2.24, 2.25, 2.26, 10.08(f) or 10.08(i)) as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 adjustments restored without interest, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Loan Party pursuant to and in accordance with the express terms of this Agreement or 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 the Borrower or any of its Affiliates (as to which the provisions of this Section 2.18 shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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. This Section 2.18 may be amended in accordance with Section 10.08(g) to the extent necessary to reflect differing amounts payable, and priorities of payments, to Lenders participating in any new Tranches added pursuant to Sections 2.24, 2.25, 2.26, 10.08(e) and 10.08(i), as applicable.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.14 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 or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Holdings 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Lead Borrower or any other Loan Party, 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 Debtor Relief Laws or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements of a Class to a Borrower shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of that Class to such Borrower 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 such Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in such Loans and L/C Exposure held by each applicable Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding as the principal amount of its such Loans and L/C Exposure participations in such Loans held by the Lender prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by a Borrower to a Lender in its capacity as such pursuant to and in accordance with the express terms of this Agreement or 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. The Each Borrower and Holdings expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the applicable Borrower in the amount of such participation.

Sharing of Setoffs. If one or more Events of Default shall occur, the holder of any Loan shall have the right, in addition to and not in limitation of any right which any such holder may have under applicable law or otherwise, to set off against the unpaid balance of any Loan or Loans or participation therein held by it any debt owing to the Company by such holder, including, without limitation, any funds in any deposit account maintained by the Company with such holder, and nothing in this Agreement shall be deemed a waiver or prohibition of any Bank's right of banker's lien or setoff. Each Lender holder of a Loan agrees that that, if it shall, shall through the exercise of a right of banker’s 's lien, setoff setoff, counterclaim or counterclaim against the Borrower or any other Loan Party, 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, otherwise obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other LenderBank, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, holder a participation in the Loans and L/C Exposure of Loan held by such other Lender, holder so that the aggregate unpaid principal amount of the Loan or Loans and L/C Exposure and participations in Loans and L/C Exposure Notes held by each Lender holder shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure such Loan held by it prior to such exercise of banker’s 's lien, setoff or counterclaim or receipt of other event payment was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or receipt of other event; providedpayment, however, that if any and it shall promptly remit to each such purchase or purchases or adjustments shall be made pursuant holder the amount of the participation thus deemed to this Section 2.18 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 interesthave been purchased. The Borrower Company expressly consents to the foregoing arrangements and agrees that any Lender holding holder of a participation in a Loan or L/C Disbursement deemed to have been so purchased acquired may exercise any and all rights of banker’s 's lien, setoff setoff, counterclaim or counterclaim otherwise with respect to any and all moneys owing by such holder to the Borrower to such Lender by reason thereof Company as fully as if such Lender had made holder were a holder of a Loan directly to the Borrower in the amount of such participation. If all or any portion of any such excess payment is thereafter recovered from the holder which received the same, the purchase provided for herein shall be deemed to have been rescinded to the extent of such recovery, without interest.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 2.17 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Holdings 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in Swingline Loans and L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in Swingline Loans and L/C Disbursements 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, participations in Swingline Loans and L/C Exposure Exposure, as the case may be, of such other Lender, 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 and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in all the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventLenders; provided, however, that (i) if any such purchase or purchases or adjustments shall be made participations are purchased pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 Swingline Loans or L/C Disbursements to any assignee or participant, other than to the Borrower or any of the Subsidiaries or any Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 of such participation as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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 meansmeans (other than as provided in Section 2.15 or pursuant to an assignment under Section 2.21 or Section 10.04), obtain payment (voluntary or involuntary) in respect of any Standby Loan or Standby Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff setoff, or counterclaim against the Borrower or any other Loan PartyBorrower, 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 insolvency, or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Standby Loans or L/C Disbursement as a result of which the unpaid principal portion of its the Standby Loans and participations in L/C Disbursements of such Lender shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff setoff, or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff setoff, or counterclaim or other event; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 that, to the maximum extent permitted by law, any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff 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 Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. (a) Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code (the “Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan Revolving Credit Loans, Swingline Outstandings or Loans or L/C Disbursement LC Outstandings as a result of which the unpaid principal portion of its Loans Revolving Credit Loans, Swingline Outstandings and participations in L/C Disbursements LC Outstandings shall be reduced so as to be proportionately less than the unpaid principal portion of the Loans Revolving Credit Loans, Swingline Outstandings and participations in L/C Disbursements LC Outstandings 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 and L/C Exposure Revolving Credit Loans, Swingline Outstandings or LC Outstandings of such other Lender, so that the aggregate unpaid principal amount of the Loans Revolving Credit Loans, Swingline Outstandings and L/C Exposure LC Outstandings and participations in Loans the Revolving Credit Loans, Swingline Outstandings and L/C Exposure LC Outstandings held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Revolving Credit Loans, Swingline Outstandings and L/C Exposure LC Outstandings then outstanding as the principal amount of its Loans Revolving Credit Loans, Swingline Outstandings and L/C Exposure LC Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans Revolving Credit Loans, Swingline Outstandings and L/C Exposure LC Outstandings outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Revolving Credit Loans, Swingline Outstandings or L/C Disbursement any LC Outstandings 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 an Extension of Credit in the amount of such participation. 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 (including the application of funds arising from the existence of a Defaulting Lender or a Disqualified Institution), 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 Letters of Credit to any assignee or participant. (b) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.17(d), 2.18(d) or subsection (f) of Article VII, then the Agent may, in its discretion and notwithstanding any contrary provision hereof, (i) apply any amounts thereafter received by the Agent for the account of such Lender for the benefit of the Agent, the Swingline Lender or the applicable Fronting Bank to satisfy such Lender’s obligations to it under such provision of this Agreement until all such unsatisfied obligations are fully paid, and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations of such Lender under any such provision, in the case of each of clauses (i) and (ii) above, in any order as determined by the Agent in its discretion.

Sharing of Setoffs. (a) Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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 Insolvency Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Revolving Credit Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Credit Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Credit Loans and participations in L/C Disbursements of any other Lender, it shall (i) notify the Administrative Agent of such fact and (ii) 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 Revolving Credit Loans and of such other Lenders and, if applicable, subparticipations in the L/C Exposure and Swing Line Loans of such other LenderLenders, or make such other adjustments as shall be equitable, so that the aggregate unpaid principal amount of the Revolving Credit Loans and participations in Revolving Credit Loans, L/C Exposure and participations in Swing Line Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and Revolving Credit Loans, L/C Exposure and Swing Line Loans then outstanding as the principal amount of its Loans and Revolving Credit Loans, L/C Exposure and Swing Line Loans prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and Revolving Credit Loans, L/C Exposure and Swing Line 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 purchase, purchases, subparticipations or adjustments shall be made pursuant to this Section 2.18 2.17(a) and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases purchase, purchases, subparticipations or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. . (b) The provisions of Section 2.17(a) shall not be construed to apply to (i) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or (ii) 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 L/C Exposure or Swing Line Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of Section 2.17(a) shall apply). (c) Each Loan Party expressly consents to the foregoing arrangements set forth in Section 2.17(a) and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding a participation in a Loan or L/C Disbursement deemed Exposure pursuant to have been so purchased the foregoing arrangements may exercise against each Loan Party 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 participation as fully as if such Lender had made were a direct creditor of each Loan directly to the Borrower Party in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any relevant Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its relevant Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the relevant Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other relevant Lender at face value, and shall promptly pay to such other relevant Lender the purchase price for, a participation in the relevant Loans and L/C Exposure of such other relevant Lender, so that the aggregate unpaid principal amount of the relevant Loans and L/C Exposure and participations in relevant Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all relevant Loans and L/C Exposure then outstanding as the principal amount of its relevant Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all relevant Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.19 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 interestinterest and (ii) the provisions of this Section 2.19 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the a Borrower or any other Loan Party, 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 meansmeans other than as a result of non-pro rata payments expressly permitted hereunder (including under Sections 2.15 and 2.17), obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 Borrowers and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the a Borrower in the amount of such participation. For the avoidance of doubt, this Section 2.18 shall not apply to any assignment of any Purchased Loan by any Lender to a Borrower.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the any Borrower or any other Loan Party, or pursuant to a secured claim under Section section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 Loan Parties expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 any Loan Party to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the a Borrower in the amount of such participation. The provisions of this paragraph shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partya Guarantor, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary then due or involuntary) payable in respect of any Loan or its Loans or L/C Disbursement unreimbursed drafts drawn under Letters of Credit as a result of which the unpaid principal portion then due or payable in respect of its Loans and participations in L/C Disbursements shall be or unreimbursed drafts drawn under Letters of Credit is proportionately less than the unpaid principal portion then due or payable in respect of the Loans and participations in L/C Disbursements or unreimbursed drafts drawn under Letters of Credit of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon purchased) from such other applicable Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans and L/C Exposure or unreimbursed drafts drawn under Letters of Credit of such other applicable Lender, so that the aggregate unpaid principal amount of the each applicable Lender’s Loans and L/C Exposure unreimbursed drafts drawn under Letters of Credit and participations its participation in Loans and L/C Exposure held by each Lender unreimbursed drafts drawn under Letters of Credit of the other applicable Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure of the applicable Lenders then outstanding and unreimbursed drafts drawn under Letters of Credit as the principal amount of its Loans and L/C Exposure unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such exercise of banker’s lien, setoff or counterclaim or other event payment was to the principal amount of all Loans of the applicable Lenders outstanding and L/C Exposure outstanding unreimbursed drafts drawn under Letters of Credit prior to the obtaining of such exercise payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the applicable Lenders share such payment pro-rata in proportion to the amounts then due and payable to each of banker’s lienthem, setoff or counterclaim or other event; provided, however, that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored (without interest), it being agreed and understood that nothing in this Section 8.08 shall operate (x) to allow a Lender to keep a payment in respect of portions not then due or payable in respect of its Loans, (y) to entitle any Lender to participate in any sharing of payments in respect of portions not then due or payable in respect of its Loans or (z) to change the order of payments set forth in Sections 2.13, 2.14 or 2.19(b). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan or L/C Disbursement deemed to have been so purchased unreimbursed drafts drawn under Letters of Credit may exercise any and all rights of banker’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) 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 were the Borrower original obligee thereon, in the amount of such participation.

Sharing of Setoffs. 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 any other Loan PartyBorrower, or pursuant to to, a secured claim under Section 506 of Title title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, claim received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its the Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and 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 in the Standby Loans and L/C Exposure of such other LenderBank, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender Bank shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments adjustment shall be made pursuant to this Section 2.18 2.19 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in a Standby Loan or L/C Disbursement 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 Bank by reason thereof as fully as if such Lender Bank had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in L/C LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C LC Disbursements 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 such Loans and L/C Exposure participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding participations in LC Disbursements as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C an LC Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made were a Loan direct creditor directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Swingline Loans or Competitive Loans, as the case may be, each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or category of its Loans or L/C such Lender's Revolving Credit Percentage of any LC Disbursement as a result of which the unpaid principal portion of its such Loans and participations in L/C or the unpaid portion of such Lender's Revolving Credit Percentage of the LC Disbursements shall be proportionately less than the unpaid principal portion of such Loans or the Loans and participations in L/C unpaid portion of the Revolving Credit Percentage of the LC Disbursements 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 such Loans or the Loans and L/C Exposure Revolving Credit Percentage of the LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in such Loans held by each Lender or the Revolving Credit Percentage of LC Disbursements and L/C Exposure participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure or LC Disbursements then outstanding as the principal amount of its such Loans and L/C Exposure or the Revolving Credit Percentage of LC Disbursements of each Lender prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure or LC Disbursements outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Any Lender holding a participation in a Loan or L/C LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the any Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower or issued a Letter of Credit for the account of such Borrower in the amount of such participation.

Sharing of Setoffs. 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 any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan principal of or Loans or L/C Disbursement as a result of which the unpaid principal portion interest on any of its Loans and participations or other Obligations hereunder resulting in L/C Disbursements shall be proportionately less than the unpaid principal portion such Lender receiving payment of a proportion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim accrued interest thereon or other event was to such obligations greater than its pro rata share thereof as provided herein, then the principal Lender receiving such greater proportion shall (a) notify the Administrative Agent 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 all principal of and accrued interest on their respective Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventamounts owing them; provided, however, that provided that: (i) if any such purchase participations are purchased and all or purchases or adjustments shall be made pursuant to this Section 2.18 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 2.18 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 (including the application of funds arising from the existence of a Defaulting Lender), 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 Commitments, participations in Letters of Credit or L/C Disbursements to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this paragraph shall apply, except for any such payment pursuant to an assignment to an Affiliated Lender that complies with Section 9.04(g) or to a Purchasing Borrower Party that complies with Section 9.04(h). The Borrower expressly 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 or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements may exercise any and all against each 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 each Loan directly to the Borrower Party in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partya Guarantor, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or its Loans or L/C Disbursement LC Exposure as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be or LC Exposure is proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements or LC Exposure of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon 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 and L/C or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the each Lender’s Loans and L/C LC Exposure and participations its participation in Loans and L/C LC Exposure held by each Lender of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding and LC Exposure as the principal amount of its Loans and L/C LC Exposure prior to the obtaining of such exercise of banker’s lien, setoff or counterclaim or other event payment was to the principal amount of all Loans outstanding and L/C LC Exposure outstanding prior to the obtaining of such exercise of banker’s lienpayment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, setoff or counterclaim or other event; provided, however, that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recoveredotherwise set aside, such purchase or purchases or adjustments of participations 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 (or deemed to be holding) a participation in a Loan or L/C Disbursement deemed LC Exposure acquired pursuant to have been so purchased this Section or any of its banking Affiliates 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 was the Borrower original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement participations in LC Disbursements as a result of which the unpaid principal portion of its Standby Loans and or participations in L/C LC Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and or participations in L/C LC Disbursements 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 Standby Loans and L/C Exposure or participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender Lender, after giving effect to all such purchases, shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure participations in LC Disbursements then outstanding as the principal amount of its Standby Loans and L/C Exposure participations in LC Disbursements prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure participations in LC Disbursements outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Any Lender holding a participation in a Loan or L/C Disbursement 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 Standby Loan, or acquired participation in a LC Disbursement, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or of its Loans or participations in L/C Disbursement Disbursements and accrued interest thereon as a result of which the unpaid principal portion of its Loans and or participations in L/C Disbursements and accrued interest thereon shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements and accrued interest thereon 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 and participations in L/C Exposure Disbursements and accrued interest thereon of such other Lender, 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 L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other eventDisbursements; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 acquiring a participation in a Loan or L/C Disbursement deemed pursuant to have been so purchased the foregoing arrangements 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 were a Loan directly to direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.14 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 or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each If any Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment pavement (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Term Loans and Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Term Loans and Revolving Loans and participations in L/C Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall 57 promptly pay to such other Lender the purchase price for, a participation in the Term Loans and Revolving Loans and L/C Exposure Exposure, as the case may be of such other Lender, so that the aggregate unpaid principal amount of the Term Loans and Revolving Loans and L/C Exposure and participations in Term Loans and Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans and Revolving Loans and L/C Exposure then outstanding as the principal amount of its Term Loans and Revolving Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Term Loans and Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 Term Loan or Revolving Loan or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Term Loans and Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Term Loans and Revolving Loans and participations in L/C Disbursements 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 Term Loans and Revolving Loans and L/C Exposure Exposure, as the case may be, of such other Lender, so that the aggregate unpaid principal amount of the Term Loans and Revolving Loans and L/C Exposure and participations in Term Loans and Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans and Revolving Loans and L/C Exposure then outstanding as the principal amount of its Term Loans and Revolving Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Term Loans and Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Term Loan or Revolving Loan or L/C Disbursement deemed to have been so purchased may may, to the fullest extent permitted by law, exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower and Holdings 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement LC Outstandings as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements LC Outstandings shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements LC Outstandings 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 and L/C Exposure or LC Outstandings of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure LC Outstandings and participations in the Loans and L/C Exposure LC Outstandings held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure LC Outstandings then outstanding as the principal amount of its Loans and L/C Exposure LC Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure LC Outstandings outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 or L/C Disbursement any LC Outstandings 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 an Extension of Credit in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Holdings 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partya 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 adjustments restored, without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the a Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its the Standby Loans and participations in L/C Disbursements of such Lender shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Standby Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement any Letter of Credit Obligation as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements Revolving Credit Outstandings shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Revolving Credit Outstandings 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 and L/C Exposure Revolving Credit Outstandings of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure Revolving Credit Outstandings and participations in Loans and L/C Exposure Revolving Credit Outstandings held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Revolving Credit Outstandings then outstanding as the principal amount of its Loans and L/C Exposure Revolving Credit Outstandings prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Revolving Credit Outstandings outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Alcoa and each other Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement any of the Revolving Credit Outstandings 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 Alcoa or such other Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan or otherwise extended credit directly to the Alcoa or such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrowers or any other Loan PartyGuarantor, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Letter of Credit Disbursement as a result of which the unpaid principal portion of its Rollover Term Loans and Revolving Credit Loans and participations in L/C Letter of Credit Disbursements shall be proportionately less than the unpaid principal portion of the Rollover Term Loans and Revolving Credit Loans and participations in L/C Letter of Credit Disbursements of held by any other Lender, it shall be deemed simultaneously to have purchased purchase from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Rollover Term Loans and L/C Exposure Revolving Credit Loans and Letter of Credit Exposure, as the case may be, of such other Lender, so that the aggregate unpaid principal amount of the Rollover Term Loans and L/C Revolving Credit Loans and Letter of Credit Exposure and participations in Rollover Term Loans and L/C Revolving Credit Loans and Letter of Credit Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Rollover Term Loans and L/C 65 Revolving Credit Loans and Letter of Credit Exposure then outstanding as the principal amount of its Rollover Term Loans and L/C Revolving Credit Loans and Letter of Credit Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Rollover Term Loans and L/C Revolving Credit Loans and Letter of Credit Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Rollover Term Loan or L/C Revolving Credit Loan or Letter of Credit Disbursement deemed to have been so purchased 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Partycounterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and participations in L/C Disbursements 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 Standby Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.15 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the such Borrower to such Lender by reason thereof as fully as if such Lender had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyObligor, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by any Obligor pursuant to and in accordance with the express terms of this Agreement or 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. The Borrower and Parent expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Parent 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 Setoffs. Each Lender Participant agrees that if it shall, in accordance with applicable law, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower Sponsor or any other Loan PartyBorrower, or pursuant to a secured claim under Section 506 of or 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 the Participant under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement Funded Participant's Interest under this Agreement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements Funded Participant's Interest shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Funded Participant's Interest of any other LenderParticipant, it shall be deemed simultaneously to have purchased purchases from such other Lender Participant at face value, and shall promptly pay to such other Lender Participant the purchase price for, a participation in the Loans and L/C Exposure Funded Participant's Interest of such other LenderParticipant, so that the aggregate unpaid principal amount of the Loans and L/C Exposure Funded Participant's Interest and participations in Loans and L/C Exposure Funded Participant's Interests held by each Lender Participant shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Funded Participant's Interests then outstanding as the principal amount of its Loans and L/C Exposure Purchases prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Funded Participant's Interests outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Sponsor expressly consents to the foregoing arrangements and agrees agrees, to the extent permitted by applicable law, that any Lender Participant holding a Funded Participant's Interest or a participation in a Loan or L/C Disbursement Funded Participant's Interest deemed to have been so purchased 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 Sponsor to such Lender Participant by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthereof.

Sharing of Setoffs. Each Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partya Guarantor, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or its Loans or L/C Disbursement LC Exposure as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be or LC Exposure is proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements or LC Exposure of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon 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 and L/C or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the each Lender’s Loans and L/C LC Exposure and participations its participation in Loans and L/C LC Exposure held by each Lender of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding and LC Exposure as the principal amount of its Loans and L/C LC Exposure prior to the obtaining of such exercise of banker’s lien, setoff or counterclaim or other event payment was to the principal amount of all Loans outstanding and L/C LC Exposure outstanding prior to the obtaining of such exercise of banker’s lienpayment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, setoff or counterclaim or other event; provided, however, provided that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recoveredotherwise set aside, such purchase or purchases or adjustments of participations 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 agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan or L/C Disbursement deemed LC Exposure acquired pursuant to have been so purchased this Section or any of its banking Affiliates 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 was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the a Borrower or any other Loan Party, 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 meansmeans other than as a result of non-pro rata payments expressly permitted hereunder (including under Sections 2.15 and 2.17), obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other LenderLender of a Class, 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 Borrowers and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 due and owing by the any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the a Borrower in the amount of such participation. For the avoidance of doubt, this Section 2.18 shall not apply to any assignment of any Purchased Loan by any Lender to a Borrower or as otherwise specified in this Agreement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 otherwiseotherwise (except pursuant to Section 2.20), or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements of any Class shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of such Class 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 such Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure of any Class held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure of such Class then outstanding as the principal amount of its Loans and L/C Exposure of such Class prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure of such Class outstanding prior to such exercise of banker’s '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 2.18 2.17 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 (unless the party from which such recovery is made is obligated by law to pay interest on the amount recovered, in which case each of the Lenders shall be responsible for its pro rata share of such interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased 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 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim in accordance with the terms and conditions of this Agreement and applicable law 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 Setoffs. Each Lender Participant agrees that if it shall, in accordance with applicable law, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower Sponsor or any other Loan PartyBorrower, or pursuant to a secured claim under Section 506 of or 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 the Participant under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement Funded Participant's Interest under this Agreement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements Funded Participant's Interest shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Funded Participant's Interest of any other LenderParticipant, it shall be deemed simultaneously to have purchased from such other Lender Participant at face value, and shall promptly pay to such other Lender Participant the purchase price for, a participation in the Loans and L/C Exposure Funded Participant's Interest of such other LenderParticipant, so that the aggregate unpaid principal amount of the Loans and L/C Exposure Funded Participant's Interest and participations in Loans and L/C Exposure Funded Participant's Interests held by each Lender Participant shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Funded Participant's Interests then outstanding as the principal amount of its Loans and L/C Exposure Purchases prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Funded Participant's Interests outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Servicer and each Participant hereby further agrees that any set-off amount received with respect to any Borrower, the Sponsor or any Guarantor shall first be applied to amounts outstanding under the Franchisee Loan Program prior to application to any other obligations of any such Person to the Servicer or such Participant. The Sponsor expressly consents to the foregoing arrangements and agrees agrees, to the extent permitted by applicable law, that any Lender Participant holding a Funded Participant's Interest or a participation in a Loan or L/C Disbursement Funded Participant's Interest deemed to have been so purchased 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 Sponsor to such Lender Participant by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthereof.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, provided that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to (x) any payment made by Intermediate Holdings, the Borrower or a Subsidiary pursuant to and in accordance with the express terms of this Agreement (including, without limitation, in connection with an assignment of Term Loans to Intermediate Holdings, the Borrower or a Subsidiary pursuant to Section 9.04(l)) 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. The Borrower and, from and after the Acquisition Date, Intermediate Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 Intermediate Holdings and 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 and Citadel expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased 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 and Citadel 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 Setoffs. Each Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Revolving Facility, if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or its Revolving Loans or L/C Disbursement LC Exposure under such Revolving Facility as a result of which the unpaid principal portion of its Revolving Loans and participations in L/C Disbursements shall be or LC Exposure thereunder is proportionately less than the unpaid principal portion of the Revolving Loans and participations in L/C Disbursements or LC Exposure thereunder of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon purchased) from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Revolving Loans and L/C or LC Exposure thereunder of such other Lender, so that the aggregate unpaid principal amount of the each Lender’s Revolving Loans and L/C LC Exposure under such Revolving Facility and participations its participation in Revolving Loans and L/C LC Exposure held by each Lender under such Revolving Facility of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure then outstanding and LC Exposure, in each case under such Revolving Facility, as the principal amount of its Revolving Loans and L/C LC Exposure under such Revolving Facility prior to the obtaining of such exercise of banker’s lien, setoff or counterclaim or other event payment was to the principal amount of all Revolving Loans outstanding and L/C Exposure outstanding LC Exposure, in each case under such Revolving Facility, prior to the obtaining of such exercise of banker’s lienpayment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders under such Revolving Facility share such payment pro-rata, setoff or counterclaim or other event; provided, however, provided that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise thereto shall thereafter be recoveredotherwise set aside, such purchase or purchases or adjustments of participations 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 agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Revolving Loan or L/C Disbursement deemed LC Exposure acquired pursuant to have been so purchased this Section or any of its banking Affiliates 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 was the Borrower original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in L/C LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C LC Disbursements 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 such Loans and L/C Exposure participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding participations in LC Disbursements as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 or L/C an LC Disbursement 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 were a Loan direct creditor directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Revolving Credit Loans, Swingline Loans or Competitive Loans, as the case may be, each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or category of its Loans or L/C such Lender's Revolving Credit Percentage of any LC Disbursement as a result of which the unpaid principal portion of its such Loans and participations in L/C or the unpaid portion of such Lender's Revolving Credit Percentage of the LC Disbursements shall be proportionately less than the unpaid principal portion of such Loans or the Loans and participations in L/C unpaid portion of the Revolving Credit Percentage of the LC Disbursements 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 such Loans or the Loans and L/C Exposure Revolving Credit Percentage of the LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in such Loans held by each Lender or the Revolving Credit Percentage of LC Disbursements and L/C Exposure participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure or LC Disbursements then outstanding as the principal amount of its such Loans and L/C Exposure or the Revolving Credit Percentage of LC Disbursements of each Lender prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure or LC Disbursements outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Any Lender holding a participation in a Loan or L/C LC Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the any Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower or issued a Letter of Credit for the Borrower account of Infinity in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Loans and participations in L/C Disbursements 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 Revolving Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and L/C Exposure and participations in Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure then outstanding as the principal amount of its Revolving Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Revolving Loan or L/C Disbursement 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 Revolving Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against Borrower (in each case to the Borrower or any other Loan Partyextent permitted hereunder), 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans and participations in L/C LC Disbursements which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C LC Disbursements 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 such Loans and L/C Exposure participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding participations in LC Disbursements as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C an LC Disbursement 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made were a Loan direct creditor directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement participations in LC Disbursements which at the time shall be payable as a result of which the unpaid principal portion of its Loans and participations in L/C LC Disbursements which at the time shall be payable shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C LC Disbursements 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 such Loans and L/C Exposure participations in LC Disbursements of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in Loans and L/C Exposure LC Disbursements held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding participations in LC Disbursements as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C an LC Disbursement 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 were a Loan direct creditor directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, otherwise or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C Disbursements 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 such Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; providedPROVIDED, howeverTHAT, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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. For purposes of this Section 2.18, the Loans of any Lender shall include such Lender's Letter of Credit Exposure. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationinterest.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partythe UK 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, obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Revolving Loans and participations in L/C Disbursements 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 Revolving Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and L/C Exposure and participations in Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure then outstanding as the principal amount of its Revolving Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Each of the Borrower and the UK Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Revolving Loan or L/C Disbursement 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 or the UK Borrower, as applicable, to such Lender by reason thereof as fully as if such Lender had made a Revolving Loan directly to the Borrower or the UK Borrower, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Xxxxxx Xxxxxx 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 and Parent expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 and Parent 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans Loans, or participations in L/C Disbursement Obligations and Swing Line Loans held by it, as a result of which the unpaid principal portion of its Loans and Loans, or participations in L/C Disbursements Obligations and Swing Line Loans held by it, shall be proportionately less than the unpaid principal portion of the Loans and of any other Lender, or participations in L/C Disbursements of any Obligations and Swing Line Loans held by such 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 and of such other Lender (or a sub-participation in the participations in L/C Exposure of Obligations and Swing Line Loans held by such other Lender), so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure participations then outstanding as the principal amount of its Loans and L/C Exposure participations prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure participations outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (a) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (b) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 any Affiliates of the Borrower (as to which the provisions of this Section 2.18 shall apply); provided, further, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.25 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Xxxxxx had made a Loan directly to the Borrower in the amount of such the participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the any Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan Loan, Floorplan Obligations or Loans or L/C LC Disbursement as a result of which the unpaid principal portion of its Loans Loans, Floorplan Obligations and participations in L/C LC Disbursements shall be proportionately less than the unpaid principal portion of the Loans Loans, Floorplan Obligations and participations in L/C LC Disbursements 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 Loans, Floorplan Obligations and L/C LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans Loans, Floorplan Obligations and L/C LC Exposure and participations in Loans Loans, Floorplan Obligations and L/C LC Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Loans, Floorplan Obligations and L/C LC Exposure then outstanding as the principal amount of its Loans Loans, Floorplan Obligations and L/C LC Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans Loans, Floorplan Obligations and L/C LC Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or 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. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees that any Lender holding a participation in a Loan Loan, Floorplan Obligations or L/C LC Disbursement 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the a Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 Borrowers and Holdings expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement 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 any Borrower and Holdings to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the a Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan a Note or Loans or L/C Disbursement exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed simultaneously to have simultaneously 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 Notes and L/C Exposure exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Loans Notes and L/C Exposure exposure under the Letter of Credit Usage and participations in Loans Notes and L/C Exposure exposure under the Letter of Credit Usage held by each Lender it shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes and L/C Exposure exposure under the Letter of Credit Usage then outstanding as the principal amount of its Loans the Notes and L/C Exposure exposure under the Letter of Credit Usage held by it prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans Notes and L/C Exposure exposure under the Letter of Credit Usage outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.14 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement Note and exposure under the Letter of Credit Usage deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made held a Loan directly to the Borrower Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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 meansmeans (excluding means expressly contemplated elsewhere in this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure 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 2.18 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 or L/C Disbursement 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 Xxxxxx had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or 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 the Borrower or any of its Affiliates (other than pursuant to Section 9.04(l)), as to which the provisions of this Section 2.18 shall apply. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, or pursuant to including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan made by it or Loans in respect of a participation held by it in a Letter of Credit or L/C Disbursement an LC Payment as a result of which the unpaid principal portion of its the Loans made by it plus the participations held by it in Letters of Credit and participations in L/C Disbursements LC Payments shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of made by any other LenderLender plus outstanding participations held by such other Lender in Letters of Credit and LC Payments, it shall be deemed simultaneously to have simultaneously 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 and L/C Exposure of made by such other LenderLender and outstanding participations held by such Lender in Letters of Credit and LC Payments, so that (a) the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure made by it plus the outstanding participations held by each Lender it in Letters of Credit and LC Payments shall be in the same proportion to (b) the sum of the aggregate unpaid principal amount of the Loans plus the aggregate participations held by all Loans Lenders in Letters of Credit and L/C Exposure LC Payments then outstanding as (i) the sum of the principal amount of its the Loans and L/C Exposure participations in the Loans held by it plus participations held by it in the Letters of Credit and LC Payments prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to (ii) the sum of the aggregate unpaid principal amount of the Loans outstanding plus the aggregate participations held by all Loans Lenders in the Letters of Credit and L/C Exposure outstanding LC Payments prior to such exercise of banker’s 's lien, setoff or counterclaim or other eventcounterclaim; providedPROVIDED, howeverHOWEVER, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 SECTION 2.9 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement another Lender's participating interest in any Letters of Credit and LC Payments deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made held a Loan directly to the Borrower or direct participation in a Letter of Credit or LC Payment in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Partya 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement (other than pursuant to Sections 2.09, 2.11 and 2.12) as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.15 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 Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 such Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the such Borrower in the amount of such participation.

Sharing of Setoffs. 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 any other Loan PartyBorrower, or pursuant to to, a secured claim under Section 506 of Title title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, claim received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Standby Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its the Standby Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Standby Loans and 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 in the Standby Loans and L/C Exposure of such other LenderBank, so that the aggregate unpaid principal amount of the Standby Loans and L/C Exposure and participations in the Standby Loans and L/C Exposure held by each Lender Bank shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans and L/C Exposure then outstanding as the principal amount of its Standby Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; providedPROVIDED, howeverHOWEVER, that that, if any such purchase or purchases or adjustments adjustment shall be made pursuant to this Section 2.18 2.17 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 adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in a Standby Loan or L/C Disbursement deemed to have been so purchased 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 Bank had made a Standby Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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, obtain payment (voluntary or involuntary) in respect of any Committed Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its the Committed Loans and participations in L/C Disbursements of such Lender shall be proportionately less than the unpaid principal portion of the Committed Loans and participations in L/C Disbursements 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 Committed Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Committed Loans and L/C Exposure and participations in the Committed Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans and L/C Exposure then outstanding as the principal amount of its Committed Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Committed Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.17 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 Committed Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Committed Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 meansmeans (other than in connection with an assignment or participation made pursuant to Section 10.04), obtain payment (voluntary or involuntary) in respect of any Revolving Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Revolving Loans, as applicable, 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 Revolving Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans and L/C Exposure and participations in Revolving Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans and L/C Exposure then outstanding as the principal amount of its Revolving Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Revolving Loan or L/C Disbursement 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 Revolving Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, or pursuant to through 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, obtain payment (voluntary or involuntary) in respect of any Syndicated Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements the Syndicated Loans, as applicable, of such Lender shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Syndicated Loans, as applicable, 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 Syndicated Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Syndicated Loans and L/C Exposure and participations in the Syndicated Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Syndicated Loans and L/C Exposure then outstanding as the principal amount of its Syndicated Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Syndicated Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; providedPROVIDED, howeverHOWEVER, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.21 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 Syndicated Loan or L/C Disbursement deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Syndicated Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan Party, 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 Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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, and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or 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 the Borrower or any of its Affiliates (as to which the provisions of this Section 2.18 shall apply, except in connection with any assignment to an Affiliated Lender that complies with Section 9.04(k) or to a Purchasing Borrower Party that complies with Section 9.04(m)). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement the Facility as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements funded Commitment shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements funded Commitment 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 and L/C Exposure funded Commitment of such other Lender, Lender so that the aggregate unpaid principal amount funded Commitment of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure funded Commitments then outstanding as the principal amount of its Loans and L/C Exposure funded Commitment prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure funded Commitments outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 7.3 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 Any Lender holding a participation in a Loan or L/C Disbursement funded Commitment deemed to have been so purchased 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 by reason thereof as fully as if such Lender had made a Loan directly to the Borrower an advance in the amount of such participation. The Borrower expressly consents to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrowers or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Revolving Loans and Term Loans and participations in L/C Disbursements and Swingline Loans shall be proportionately less than the unpaid principal portion of the Revolving Loans and Term Loans and participations in L/C Disbursements and Swingline 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 Revolving Loans, Swingline Loans and Term Loans and L/C Exposure Exposure, as the case may be, of such other Lender, so that the aggregate unpaid principal amount of the Revolving Loans, Swingline Loans and Term Loans and L/C Exposure and participations in Revolving Loans, Swingline Loans and Term Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Loans, Swingline Loans and Term Loans and L/C Exposure then outstanding as the principal amount of its Revolving Loans, Swingline Loans and Term Loans and L/C Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Revolving Loans, Swingline Loans and Term Loans and L/C Exposure outstanding prior to such exercise of banker’s '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 2.18 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 Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Revolving Loan, Swingline Loan and Term Loan or L/C Disbursement deemed to have been so purchased 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each The Lender and each Participant agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 the Lender or such Lender Participant under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement (other than pursuant to Sections 2.10, 2.11 and 2.15(b) and other than payments made by the Borrower pursuant to and in accordance with the express terms of this Agreement) as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other LenderLender or Participant, it shall be deemed simultaneously to have purchased from such other Lender or Participant at face value, and shall promptly pay to such other Lender or Participant the purchase price for, a participation in the Loans and L/C Exposure of such other LenderLender or Participant, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in the Loans and L/C Exposure held by the Lender and each Lender Participant shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Participant holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim pursuant to and in accordance with the provisions of Section 9.06 with respect to any and all moneys owing by the Borrower to such the Lender by reason thereof as fully as if such Lender Participant had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan Party, 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, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement LC Exposure as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements or its LC Exposure shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements of any other Lender or any other Lender's LC Exposure, it such Lender 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 and L/C of such other Lender or the LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Loans, LC Exposure and participations in Loans and L/C LC Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C LC Exposure then outstanding as the principal amount of its such Lender's Loans and L/C LC Exposure prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C LC Exposure outstanding prior to such exercise of banker’s '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 2.18 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 SSCC, JSCE and the Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Loan or L/C Disbursement LC Exposure deemed to have been so purchased 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 Loan Parties 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 Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Loans, each Lender agrees that if it shall, through the exercise of a right of banker’s 's lien, setoff or counterclaim against the Borrower or any other Loan PartyBorrower, 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 meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Loan or category of its Loans or L/C Disbursement as a result of which the unpaid principal portion of its such Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the such Loans and participations in L/C Disbursements 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 such Loans and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the such Loans and L/C Exposure and participations in such Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans and L/C Exposure then outstanding as the principal amount of its such Loans and L/C Exposure of each Lender prior to such exercise of banker’s 's lien, setoff or counterclaim or other event was to the principal amount of all such Loans and L/C Exposure outstanding prior to such exercise of banker’s 's lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 2.15 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, unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Any Lender holding a participation in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker’s 's lien, setoff or counterclaim with respect to any and all moneys owing by the any 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 participationBorrower.

Sharing of Setoffs. Each Subject to the terms of the Intercreditor Agreement, each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the either Borrower or any other Loan Party, 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, claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements 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 and L/C Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans and L/C Exposure and participations in Loans and L/C Exposure held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure then outstanding as the principal amount of its Loans and L/C Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 interestinterest and (ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or 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. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees that any Lender holding a participation in a Loan or L/C Disbursement 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 Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender Participant agrees that if it shall, in accordance with applicable law, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrower Sponsor or any other Loan PartyBorrower, or pursuant to a secured claim under Section 506 of or 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 the Participant under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or Loans or L/C Disbursement Funded Participant’s Interest under this Agreement as a result of which the unpaid principal portion of its Loans and participations in L/C Disbursements Funded Participant’s Interest shall be proportionately less than the unpaid principal portion of the Loans and participations in L/C Disbursements Funded Participant’s Interest of any other LenderParticipant, it shall be deemed simultaneously to have purchased from such other Lender Participant at face value, and shall promptly pay to such other Lender Participant the purchase price for, a participation in the Loans and L/C Exposure Funded Participant’s Interest of such other LenderParticipant, so that the aggregate unpaid principal amount of the Loans and L/C Exposure Funded Participant’s Interest and participations in Loans and L/C Exposure Funded Participant’s Interests held by each Lender Participant shall be in the same proportion to the aggregate unpaid principal amount of all Loans and L/C Exposure Funded Participant’s Interests then outstanding as the principal amount of its Loans and L/C Exposure Purchases prior to such exercise of banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans and L/C Exposure Funded Participant’s Interests outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 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 Servicer and each Participant hereby further agrees that any set-off amount received with respect to any Borrower, the Sponsor or any Guarantor shall first be applied to amounts outstanding under the Franchisee Loan Program prior to application to any other obligations of any such Person to the Servicer or such Participant. The Sponsor expressly consents to the foregoing arrangements and agrees agrees, to the extent permitted by applicable law, that any Lender Participant holding a Funded Participant’s Interest or a participation in a Loan or L/C Disbursement Funded Participant’s Interest 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 Sponsor to such Lender Participant by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participationthereof.