Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender agrees 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower any Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Alcoa and each other Borrower expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agree that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or counterclaim with respect to any and all moneys owing by Alcoa or such other Obligations owed Borrower to itsuch Lender by reason thereof as fully as if such Lender had made a Loan directly to Alcoa or such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff setoff, or counterclaim against the Borrower or a GuarantorBorrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Loans held by it (other than pursuant to Section 2.10 or LC Exposure 2.12) as a result of which the unpaid principal portion of its the Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans or LC Exposure of held by such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its the Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker’s lien, setoff, or counterclaim was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in Loans deemed to have been so purchased may, upon the existence of this Section 8.08 shall not be construed an Event of Default, exercise any and all rights of banker’s lien, setoff, or counterclaim with respect to apply to (a) any payment made and all moneys owing 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 such Lender as consideration for fully as if such Lender had made a Loan directly to the assignment or sale Borrower in the amount of a participation in any of its Loans or other Obligations owed to itsuch participation.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, in any manner, including 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 any Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of its Loans or LC Exposure the Note held by it as a result of which the unpaid principal portion of its Loans or LC Exposure is the Note held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of Note held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans or LC Exposure of Note held by such other Lender, so that the aggregate unpaid principal amount of the Note and participations in Notes held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure the Note held by it prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim was to the principal amount of all Loans Notes outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim; provided, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 5.13 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrowers expressly consent to apply to (a) the foregoing arrangements and agree that 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 Person holding a participation in a Note under this Section 5.13 may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by any such Borrower to such Lender as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees 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 exercising any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower (including pursuant to Section 10.06) or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received otherwise (including by such Lender (or any exercise of its banking Affiliates) rights under any applicable bankruptcy, insolvency or other similar law, or otherwisethe Collateral Documents), obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Exposure as Disbursements resulting in such Lender receiving payment of a result greater proportion of which the unpaid portion aggregate amount of its Revolving Loans, Term Loans or and participations in LC Exposure is proportionately less Disbursements and accrued interest thereon than the unpaid proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans, Term Loans and participations in LC Disbursements of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements; provided that (i) if any such participations are purchased and all or any portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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; provided that if any such non-pro-rata payment giving rise thereto is thereafter recovered or otherwise set asiderecovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest). The , and (ii) the provisions of this Section 8.08 2.15 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 a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans, Term Loans or other Obligations owed participations in LC Disbursements to itany Eligible Assignee or participant. Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.15 applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.15 to share in the benefits of the recovery of such secured claim.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or and Holdings to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 any Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Alcoa and each other Borrower expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agree that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or counterclaim with respect to any and all moneys owing by Alcoa or such other Obligations owed Borrower to itsuch Lender by reason thereof as fully as if such Lender had made a Loan directly to Alcoa or such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 any Borrower or a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 Loan Parties expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by any Loan Party to such Lender by reason thereof as fully as if such Lender had made a Loan directly to a Borrower in the amount of such participation. The provisions of this Section 8.08 paragraph shall not be construed to apply to (a) any payment made by the any 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 itAgreement.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) 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 its Loans or LC Exposure any Term Loan as a result of which the unpaid principal portion of its Term Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Term Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Term Loans and LC Exposure and its participation participations in Term Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans then outstanding and LC Exposure as the principal amount of its Term Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Term Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 (without interest). The ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or other Obligations owed participant. The Borrower expressly consent to itthe foregoing arrangements and agrees that any Lender holding a participation in a Term Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Term Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Except as otherwise provided in Section 4.6(c) in connection with the payment of Swing Line Overdraft Loans, each Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, in any manner, including through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower any Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of its Loans or LC Exposure the Note held by it as a result of which the unpaid principal portion of its Loans or LC Exposure is the Note held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of Note held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Loans or LC Exposure of Note held by such other LenderBank, so that the aggregate unpaid principal amount of the Note and participations in Notes held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure the Note held by it prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim was to the principal amount of all Loans Notes outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 5.13 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrowers expressly consent to apply to (a) the foregoing arrangements and agree that 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 Person holding a participation in a Note under this Section 5.13 deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by any such Borrower to such Bank as fully as if such Bank had made a Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure Revolving Extensions of Credit as a result of which the unpaid portion of its Loans or LC Exposure Revolving Extensions of Credit is proportionately less than the unpaid portion of the Loans or LC Exposure Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure Revolving Extensions of Credit and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans Revolving Extensions of Credit then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Revolving Extensions of Credit prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure Revolving Extensions of Credit prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan or LC Exposure acquired pursuant to 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 as fully as if such Lender was the 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itany Affiliates of the Borrower (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 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 Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, shall through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff setoff, or counterclaim against the Borrower Company (pursuant to Section 9.6 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Committed Loans held by it (other than pursuant to Section 2.12, or LC Exposure Section 2.14) as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Committed Loans or LC Exposure of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in Committed Loans and LC Exposure of the other Lenders pursuant to this Section 2.16 held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its the Committed Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker’s lien, setoff, or counterclaim was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Company expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff, or other Obligations owed counterclaim with respect to itany and all moneys owing by the Company to such Bank as fully as if such Bank had made a Committed Loan directly to the Company in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees 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 exercising any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans any principal of or LC Exposure as a result of which the unpaid portion interest on any of its Loans or LC Exposure is proportionately less than the unpaid portion other obligations hereunder resulting in such Lender receiving payment of a proportion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the obtaining Lender receiving such greater proportion shall (a) notify the Administrative Agent of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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 shall be made from time to time as shall be equitable to ensure equitable, so that the benefit of all such payments shall be shared by the Lenders share such payment pro rataratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that that: (i) if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set asiderecovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest). The ; and (ii) the provisions of this Section 8.08 2.14 shall not be construed to apply to (ax) any payment made by the a 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 (by) any payment obtained by any a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to ita Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe Borrower or any of its Affiliates or any Fund or Fund-Related Entity or any of their respective Affiliates (as to which the provisions of this Section 2.18 shall apply). The Borrower expressly consents to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.15 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans Loans. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 (without interest). The ii) the provisions of this Section 8.08 2.15 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe Borrower or any of its Affiliates. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrower, or a Guarantor, including, but not limited pursuant to, a secured claim under Section 506 of title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) Bank 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 its any Standby Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Standby Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Standby Loans or LC Exposure of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Standby Loans or LC Exposure of such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Standby Loans and LC Exposure and its participation participations in the Standby Loans and LC Exposure of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans then outstanding and LC Exposure as the principal amount of its Standby Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans outstanding and LC Exposure prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustment shall be made pursuant to this Section 2.17 and the obtaining of payment giving rise thereto shall thereafter be recovered, such payment and (b) such other purchase or purchases or adjustments shall be made from time rescinded to time as shall be equitable to ensure that the Lenders share extent of such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered recovery and the purchase price or otherwise set aside, such purchase of participations shall be rescinded (prices or adjustments restored without interest). The provisions Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in a Standby Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Bank by reason thereof as fully as if such Bank had made a Guarantor pursuant Standby Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; provided , provided, that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The provisions of Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan acquired pursuant to this Section 8.08 shall not be construed or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing 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 such Lender as consideration for fully as if such Lender was the assignment or sale original obligee thereon, in the amount of a participation in any of its Loans or other Obligations owed to itsuch participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, shall through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff setoff, or counterclaim against the Borrower Company (pursuant to Section 9.6 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Committed Loans held by it (other than pursuant to Section 2.8(c), Section 2.12, or LC Exposure Section 2.14) as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Committed Loans or LC Exposure of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in Committed Loans and LC Exposure of the other Lenders pursuant to this Section 2.16 held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its the Committed Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker’s lien, setoff, or counterclaim was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Company expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff, or other Obligations owed counterclaim with respect to itany and all moneys owing by the Company to such Bank as fully as if such Bank had made a Committed Loan directly to the Company in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or exercising any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other resort to collateral security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding principal and LC Exposure as the principal amount of its Loans and LC Exposure prior interest owing with respect to the obtaining of Note held by such other Bank, the Bank receiving such proportionately greater payment was shall purchase such participations in the Notes held by the other Banks owing to the principal amount of all Loans outstanding such other Banks, and LC Exposure prior to the obtaining of such payment and (b) such other adjustments shall be made from time made, as may be required so that all such payments of principal and interest with respect to time as the Notes held by the Banks owing to such other Banks shall be equitable to ensure that shared by the Lenders share such payment Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrowers other than its indebtedness under the Notes, and (ii) if all or any portion of such non-pro-rata payment received by the purchasing Bank is thereafter recovered or otherwise set asidefrom such purchasing Bank, such purchase of participations from each other Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Bank's ratable share (without interest). The provisions according to the proportion of this Section 8.08 shall not be construed to apply (x) the amount of such other Bank's required repayment to (ay) the total amount so recovered from the purchasing Bank) of any payment made interest or other amount paid or payable by the Borrower or a Guarantor pursuant purchasing Bank in respect of the total amount so recovered. Each of the Borrowers agrees, 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) fullest extent it may effectively do so under applicable law, that any payment obtained by any Lender as consideration for the assignment or sale holder of a participation in any a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of its Loans setoff or counterclaim and other Obligations owed rights with respect to itsuch participation as fully as if such holder of a participation were a direct creditor of the Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.15 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe Borrower as to which the provisions of this Section 2.15 shall apply (provided, that if the applicable payment, assignment, sale or participation to the Borrower is expressly permitted under Section 10.04, the provisions of this Section 2.15 shall not be construed to apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation. For the avoidance of doubt, neither this Section nor Section 2.14 shall limit the ability of the Borrower to pay principal, fees, premiums and interest with respect to Other Term Loans following the effectiveness of any Refinancing Amendment or any Extension Offer, as applicable, on a basis different from the Loans of such Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such Refinancing Amendment, as applicable.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower or a GuarantorBorrowers, including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, law or otherwise, obtain payment (voluntary or involuntary) in respect of its Loans or LC Exposure a Note held by it as a result of which the unpaid principal portion of its Loans or LC Exposure is the Notes held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of Notes held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans or LC Exposure of Notes held by such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans the Notes and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders Notes held by it shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure the Notes held by it prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim was to the principal amount of all Loans Notes outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustments restored without interest). The provisions of this Section 8.08 shall not be construed Borrowers expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agree that any Lender as consideration for the assignment or sale of holding a participation in a Note deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Loans or LC Exposure is of such Lender shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in the Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation pursuant to the foregoing arrangements deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itHoldings or any of its Affiliates (as to which the provisions of this Section 2.18 shall apply). The Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 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 thatthat if, except to the extent this Agreement other than as expressly provides provided for payments to be allocated to a particular Lenderherein, 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure of any Class as a result of which the unpaid portion of its Loans or LC Exposure of such Class is proportionately less than the unpaid portion of the Loans or LC Exposure of such Class of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such Class of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure of such Class and its participation in Loans and LC Exposure of such Class of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans of such Class then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure of such Class prior to the obtaining of such payment was to the principal amount of all Loans of such Class outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, aside such purchase of participations shall be rescinded (without interest). The provisions of this Section 8.08 shall not be construed Each Loan Party expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment holding (or sale of deemed to be holding) a participation in a Loan may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by such Loan Party to such Lender as fully as if such Lender was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or exercising any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other resort to collateral security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding principal and LC Exposure as the principal amount of its Loans and LC Exposure prior interest owing with respect to the obtaining of Note held by such other Bank, the Bank receiving such proportionately greater payment was shall purchase such participations in the Notes held by the other Banks owing to the principal amount of all Loans outstanding such other Banks, and LC Exposure prior to the obtaining of such payment and (b) such other adjustments shall be made from time made, as may be required so that all such payments of principal and interest with respect to time as the Notes held by the Banks owing to such other Banks shall be equitable to ensure that shared by the Lenders share such payment Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such non-pro-rata payment received by the purchasing Bank is thereafter recovered or otherwise set asidefrom such purchasing Bank, such purchase of participations from each other Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Bank's ratable share (without interest)according to the proportion of (x) the amount of such other Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The provisions of this Section 8.08 shall not be construed Borrower agrees, to apply to (a) the fullest extent it may effectively do so under applicable law, that 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 holder of a participation in any a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of its Loans setoff or counterclaim and other Obligations owed rights with respect to itsuch participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 any Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure any Letter of Credit Obligation as a result of which the unpaid principal portion of its Loans or LC Exposure is Revolving Credit Outstandings shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure Revolving Credit Outstandings of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure Revolving Credit Outstandings of such other Lender, so that the aggregate unpaid principal amount of the Revolving Credit Outstandings and participations in Revolving Credit Outstandings held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Revolving Credit Outstandings then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Revolving Credit Outstandings prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans Revolving Credit Outstandings outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 (without interest). The ii) the provisions of this Section 8.08 paragraph shall not be construed to apply to (ax) any payment made by the any Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement Agreement, (including the application of funds arising from the existence of a Defaulting Lender) or (by) any payment obtained by any Lender lender as consideration for the assignment of or sale of a participation in any of its Loans Revolving Credit Outstandings to any permitted assignee or participation or (z) the application of cash collateral provided for in Section 2.23 or the last paragraph of Article VII. Howmet and each other Obligations owed Borrower expressly consent to itthe foregoing arrangements and agree that any Lender holding a participation in 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 Howmet 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 Howmet or such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, shall through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff setoff, or counterclaim against the Borrower Company (pursuant to Section 8.6 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Committed Loans held by it (other than pursuant to Section 2.9(d), Section 2.13, or LC Exposure Section 2.15) as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Committed Loans or LC Exposure of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in Committed Loans and LC Exposure of the other Lenders pursuant to this Section 2.17 held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its the Committed Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker's lien, setoff, or counterclaim was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Company expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff, or other Obligations owed counterclaim with respect to itany and all moneys owing by the Company to such Bank as fully as if such Bank had made a Committed Loan directly to the Company in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Loan as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.19 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrower and Holdings expressly consent 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 itforegoing arrangements.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender at face value a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited pursuant to, a secured claim under Section 506 of title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) Bank 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 its any Standby Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Standby Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Standby Loans or LC Exposure of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Standby Loans or LC Exposure of such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Standby Loans and LC Exposure and its participation participations in the Standby Loans and LC Exposure of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans then outstanding and LC Exposure as the principal amount of its Standby Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans outstanding and LC Exposure prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustment shall be made pursuant to this Section 2.17 and the obtaining of payment giving rise thereto shall thereafter be recovered, such payment and (b) such other purchase or purchases or adjustments shall be made from time rescinded to time as shall be equitable to ensure that the Lenders share extent of such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered recovery and the purchase price or otherwise set aside, such purchase of participations shall be rescinded (prices or adjustments restored without interest). The provisions Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in a Standby Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Bank by reason thereof as fully as if such Bank had made a Guarantor pursuant Standby Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. 37 48429166.1 Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s lien, setoff setoff, or counterclaim against the Borrower or a GuarantorBorrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Loans held by it (other than pursuant to Section 2.10 or LC Exposure 2.12) as a result of which the unpaid principal portion of its the Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans or LC Exposure of held by such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its the Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker’s lien, setoff, or counterclaim was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in Loans deemed to have been so purchased may, upon the existence of this Section 8.08 shall not be construed an Event of Default, exercise any and all rights of banker’s lien, setoff, or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender as fully as if such Xxxxxx had made a Guarantor Loan directly to the Borrower in the amount of such participation. This Section 2.14 shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Borrower, including 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 itSection 8.1(b).

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower any Borrower, any Guarantor or a Guarantorany of their respective subsidiaries, including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, law or otherwise, obtain payment (voluntary or involuntary) in respect of its Loans or LC Exposure a Note held by it as a result of which the unpaid principal portion of its Loans or LC Exposure is the Notes held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of Notes held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans or LC Exposure of Notes held by such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans the Notes and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders Notes held by it shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure the Notes held by it prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim was to the principal amount of all Loans Notes outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustments restored without interest). The provisions of this Section 8.08 shall not be construed Each Borrower and each Guarantor expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in a Note deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Credit Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 any application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe Borrower or any of its Affiliates (in which case the provisions of this Section 2.18 shall apply). The Borrower expressly consents to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 any Borrower or a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 (without interest). The ii) the provisions of this Section 8.08 2.18 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor 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 (b) any payment obtained by any a Lender as consideration for the assignment of or sale of a participation in any of its Loans Loans. The Borrowers expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan acquired pursuant to 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 as fully as if such Lender was the 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loans (other than (i) Competitive Loans or LC Exposure (ii) pursuant to Sections 2.09, 2.11 and 2.12) as a result of which the unpaid principal portion of its Loans or LC Exposure is (other than Competitive Loans) shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure (other than Competitive Loans) of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure (other than Competitive Loans) of such other Lender, so that the aggregate unpaid principal amount of the Loans (other than Competitive Loans) and participations in the Loans held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans (other than Competitive Loans) then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure (other than Competitive Loans) prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans (other than Competitive Loans) outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Each Borrower expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in a Loan (other than a Competitive Loan) deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan (other Obligations owed than a Competitive Loan) directly to itsuch Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrowers (pursuant to Section 9.06 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by similar means, obtain payment in respect (voluntary or involuntary) (other than pursuant to Section 2.14, Section 2.15 or Section 2.16) of its any Committed Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is of such Bank shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Committed Loans or LC Exposure of such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in the Committed Loans and LC Exposure of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its Committed Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Each Borrower expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may, to the extent permitted by law, exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by such Borrower to such Bank by reason thereof as fully as if such Bank had made a Committed Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loans or LC Exposure as a result of which the unpaid principal portion of its the Loans or LC Exposure is of such Lender shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in the Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrower (in each case to the Borrower extent permitted hereunder), or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured 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 its any Loans or LC Exposure which at the time shall be due and payable as a result of which the unpaid principal portion of its Loans or LC Exposure is which at the time shall be due and payable shall be proportionately less than the unpaid principal portion of the such Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other LenderLoans, so that the aggregate unpaid principal amount of such Loans held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustments restored without interest). The provisions of this Section 8.08 shall not be construed Borrowers expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agree that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by Borrowers to such Lender by reason thereof as fully as if such Lender were a direct creditor directly to Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Loans or LC Exposure is of such Lender shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in the Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees 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 a Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Term Loans or LC Exposure as a result of which the unpaid portion of its Term Loans or LC Exposure is proportionately less than the unpaid portion of the Term Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Term Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Term Loans and LC Exposure and its participation in Term Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Term Loans then outstanding and LC Exposure as the principal amount of its Term Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Term Loans outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). Each Loan Party expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Term Loan acquired pursuant to 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 a Loan Party to such Lender as fully as if such Lender was the 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 Loan Party 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 Term Loans or other Obligations owed to itit or (c) any payment made by a Loan Party pursuant to the Fee Letter.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Restricted Person, including, but not limited to, 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 and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe 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 agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each DIP Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower or a GuarantorBorrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such DIP Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other DIP Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other DIP Lender a participation in the Loans or LC Exposure of such other DIP Lender, so that the aggregate unpaid principal amount of each DIP Lender’s 's Loans and LC Exposure and its participation in Loans and LC Exposure of the other DIP Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the DIP Lenders share such payment pro pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations participation shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any DIP Lender holding (or deemed to be holding) a participation in a Loan 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 this Section 8.08 shall not be construed 7.01) or counterclaim with respect to apply to (a) any payment made and all moneys owing 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 such DIP Lender as consideration for fully as if such DIP Lender held a Note and was the assignment or sale original obligee thereon, in the amount of a participation in any of its Loans or other Obligations owed to itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower or a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the a Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Obligation as a result of which the aggregate unpaid portion amount of its Loans or LC Exposure is the Obligations owing to it shall be proportionately less than the aggregate unpaid portion amount of the Loans or LC Exposure of Obligations owing to any other Lender (a) Lender, it shall promptly simultaneously purchase at par (and shall be deemed to have thereupon purchased) from such other Lender at face value a participation in the Loans or LC Exposure of Obligations owing to such other Lender, so that the aggregate unpaid principal amount of the Obligations and participations in Obligations held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Obligations owing to such Lender prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal aggregate unpaid amount of all Loans Obligations outstanding and LC Exposure prior to the obtaining such exercise of such payment and (b) such banker's lien, setoff or counterclaim or other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro rataevent; provided that if any such non-pro-rata purchase or purchases or adjustments shall be made pursuant to this Section 2.13 and the payment is giving rise thereto shall thereafter recovered or otherwise set asidebe recovered, such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustments restored without interest). The provisions of this Section 8.08 shall not be construed Each Borrower expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in an Obligation deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys jointly and severally owing by the Borrowers to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank 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 its Loans or LC Exposure any Loan held by it as a result of which the unpaid principal portion of its the Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of held by any other Lender Bank (a) other than as permitted under any of Sections 2.8(b), 2.11, 2.12, 2.13 or 2.17), it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Loans or LC Exposure of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans of the Borrower then outstanding and LC Exposure as the principal amount of its the Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim was to the principal amount of all Loans of the Borrower outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions To the fullest extent permitted by applicable law, the Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or hereunder to such Bank as fully as if such Bank had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Loan as a result of which the unpaid principal portion of its Loans or LC Exposure is proportionately shall be less than relative to the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) than immediately before such payment, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by applicable law, that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made 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 or a Guarantor pursuant to and on behalf of the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) 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 Agreement. The Borrower expressly consents to the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by foregoing arrangements and agrees that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in the Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe 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 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower and Holdings expressly consent to the foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or and Holdings to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.13 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrower and Holdings expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agree that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the 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 Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Loan as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.12 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a GuarantorBorrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, law or otherwise, obtain payment in respect of its Loans or LC Exposure of any Class as a result of which the unpaid portion of its Loans or LC Exposure of such Class is proportionately less than the unpaid portion of the Loans or LC Exposure of such Class of any other Lender Lender, (a) it such Lender shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such Class of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans of such Class and LC Exposure and its such Lender’s participation in Loans and LC Exposure of such Class of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans of such Class then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure of such Class prior to the obtaining of such payment was to the principal amount of all Loans of such Class outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (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 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 this Section 8.08 shall not be construed 7.01) or counterclaim with respect to apply to (a) any payment made and all moneys owing 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 such Lender as consideration for fully as if such Lender was the assignment or sale original obligee thereon, in the amount of a participation in any of its Loans or other Obligations owed to itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Obligor, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each If any Lender agrees 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 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Loan as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of the Loans held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however' that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, shall through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff setoff, or counterclaim against the Borrower Company (pursuant to Section 9.6 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Committed Loans held by it (other than pursuant to Section 2.9(d), Section 2.13, or LC Exposure Section 2.15) as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is held by it shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Committed Loans or LC Exposure of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in Committed Loans and LC Exposure of the other Lenders pursuant to this Section 2.17 held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its the Committed Loans and LC Exposure held by it prior to the obtaining such exercise of such payment banker's lien, setoff, or counterclaim was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Company expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff, or other Obligations owed counterclaim with respect to itany and all moneys owing by the Company to such Bank as fully as if such Bank had made a Committed Loan directly to the Company in the amount of such participation.

Sharing of Setoffs. Each Lender of the Lenders agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantor, any Credit Party (including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, ) or otherwise, obtain payment in respect of its Loans or LC Exposure Obligations (which term, for purposes of this Section 10.2 only, shall refer solely to those Obligations referred to in clause (a) of the definition of “Obligations”) as a result of which the unpaid portion of its Loans or LC Exposure Obligations is proportionately less than the unpaid portion of the Loans or LC Exposure Obligations of any of the other Lender Lenders (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Lenders a participation in the Loans or LC Exposure Obligations of such other LenderLenders, so that the aggregate unpaid principal amount of each of the Lender’s Loans and LC Exposure Obligations and its participation in Loans and LC Exposure Obligations of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure remaining Obligations as the principal amount of its Loans and LC Exposure Obligations prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure Obligations prior to the obtaining of such payment 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; provided that if . If all or any portion of such non-pro-rata excess payment is thereafter recovered or otherwise set asidefrom the Lender which originally received such excess payment, such purchase of participations (or portion thereof) shall be rescinded (without interest)canceled and the purchase price restored to the extent of such recovery. The Credit Parties expressly consent to the foregoing arrangements and agree that any Lender or Lenders holding (or deemed to be holding) a participation in a Note or Letter of Credit 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 or Lenders as fully as if such Lender or Lenders held a Note and was the original obligee thereon or was the issuer of the Letter of Credit, in the amount of such participation. Notwithstanding the foregoing, a Defaulting Lender shall not be entitled to share in any benefit contemplated by this Section 10.2 realized by a non-Defaulting Lender until all the Obligations owed to the non-Defaulting Lenders have been paid in full and the Revolving Credit Commitments have been terminated. Notwithstanding the foregoing, the provisions of this Section 8.08 10.2 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor on behalf of LGEC or any Subsidiary thereof pursuant to and in accordance with the express terms of this Credit Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any a Lender as consideration for the assignment of or sale of a participation in any of its Loans or other Obligations owed participations in L/C Disbursements to itany assignee or participant, including LGEC or any Subsidiary thereof.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.15 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other Obligations owed than to itthe Borrower as to which the provisions of this Section 2.15 shall apply (provided, that if the applicable payment, assignment, sale or participation to the Borrower is expressly permitted under Section 10.04, the provisions of this Section 2.15 shall not be construed to apply). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made a Loan directly to the Borrower in the amount of such participation. For the avoidance of doubt, neither this Section nor Section 2.14 shall limit the ability of the Borrower to (i) purchase and retire Term Loans pursuant to an open market purchase or a Dutch Auction or (ii) pay principal, fees, premiums and interest with respect to Other Term Loans following the effectiveness of any Refinancing Amendment or any Extension Offer, as applicable, on a basis different from the Loans of such Class that will continue to be held by Lenders that were not Extending Lenders or Lenders pursuant to such Refinancing Amendment, as applicable.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank 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 its Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Loans or LC Exposure of such other LenderBank (“Sharing Participations”), so that (a) the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Sharing Participations held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as (b) the principal amount of its Loans and LC Exposure Sharing Participations prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Bank holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker’s lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Bank by reason thereof as fully as if such Bank had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that (i) if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 , and (ii) the provisions of this Section 8.08 2.18 shall not be construed to apply to (a) any payment made by the Borrower or to a Guarantor Lender in its capacity as such 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or other Obligations owed participant. The Borrower and Holdings expressly consent to itthe foregoing arrangements and agree that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy Code United States Code, or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of this Section 8.08 shall not be construed banker's lien, setoff or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its the Term Loans or LC Exposure as a result of which the unpaid principal portion of the aggregate amount of its Loans or LC Exposure is Term Loan shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure Term Loan of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure Term Loan of such other Lender, so that the aggregate unpaid principal amount of the Term Loan held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all the Term Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Term Loan, prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all the Term Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event, provided that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.11 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrower expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in any Term Loan may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany 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. Each Lender agrees 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 a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure Revolving Extensions of Credit as a result of which the unpaid portion of its Loans or LC Exposure Revolving Extensions of Credit is proportionately less than the unpaid portion of the Loans or LC Exposure Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure Revolving Extensions of Credit and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans Revolving Extensions of Credit then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Revolving Extensions of Credit prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure Revolving Extensions of Credit prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan or LC Exposure acquired pursuant to 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 as fully as if such Lender was the original obligee thereon, in the #4835-7899-9450v13 #4834-7509-9972 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Company or a Guarantorany other Credit Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans any Advance or LC Exposure Advances as a result of which the unpaid principal portion of its Loans or LC Exposure is Advances shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure Advances of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure Advances of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans the Advances and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Advances held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Advances then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Advances prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans Advances outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.13 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Company expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in an Advance deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the Company to such Lender by reason thereof as fully as if such Lender had made an Advance directly to the Company in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other LenderLoans, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure 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 obtaining payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such payment recovery and the purchase price or prices or adjustment restored without interest 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; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The provisions of this Section 8.08 2.18 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or other Obligations owed participant. The Borrower expressly consents to itthe foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Lender was a direct creditor of the Borrower in the amount of such participation. For purposes of subclause (b)(i) of the definition of “Excluded Taxes”, a Lender that acquires a participation pursuant to this Section 2.18 shall be treated as having acquired such participation on the earlier date(s) on which such Lender acquired the applicable interest(s) in the Commitment(s) and/or Loan(s) to which such participation relates.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrowers or a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its Loans or LC Exposure any Obligation as a result of which the unpaid portion of its Loans or LC Exposure is Obligations shall be proportionately less than the unpaid portion of the Loans or LC Exposure Obligations of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure Obligations of such other Lender, so that the aggregate unpaid principal amount of the Obligations and participations in Obligations held by each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Obligations then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure Obligations prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans Obligations outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Borrowers expressly consent to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in an Obligation deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Lender had made a Loan directly to the Borrowers in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff setoff, or counterclaim against the Borrower Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency insolvency, or other similar law, Applicable Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of its Loans or LC Exposure any Loan as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the such Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so such that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff, or counterclaim or other event was to the principal amount of all such Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff, or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.17 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased pursuant to this Section 8.08 shall not be construed 2.17 may exercise any and all rights of banker's lien, setoff, or counterclaim with respect to apply to (a) any payment made and all moneys owing by the Borrower or to such Lender by reason thereof as fully as if such Lender had made a Guarantor pursuant Loan directly to and the Borrower in accordance with the express terms amount 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 itsuch participation.

Sharing of Setoffs. Each Lender agrees 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 a the Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining of such payment was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such payment 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 pro-rata; , provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan acquired pursuant to 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 as fully as if such Lender was the 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 the 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, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 Borrowers or a Guarantorany other Loan Party, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 its any Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure 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 obtaining payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such payment recovery and the purchase price or prices or adjustment restored without interest 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; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside, such purchase of participations shall be rescinded (without interest). The provisions of this Section 8.08 2.18 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor any Loan Party 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 a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or other Obligations owed participant. The Borrowers expressly consent to itthe foregoing arrangements and agrees that any Lender holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers 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. Each Lender agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, 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 a Borrower, or a Guarantor, including, but not limited to, pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, 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 Loans (other than pursuant to Sections 2.09, 2.11, 2.12 and 2.18(b) and other than payments made by the Borrower pursuant to and in accordance with the express terms of this Agreement or received by a Lender for the assignment of any of its Loans in accordance with this Agreement other than an assignment to the Borrower or LC Exposure its Affiliates as to which this provision applies) as a result of which the unpaid principal portion of its Loans or LC Exposure is shall be proportionately less than the unpaid principal portion of the Loans or LC Exposure of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) 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 or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s the Loans and LC Exposure and its participation participations in the Loans and LC Exposure of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and LC Exposure prior to the obtaining such exercise of such payment banker’s lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding and LC Exposure prior to the obtaining such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.15 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Each Borrower expressly consents to apply to (a) any payment made by the Borrower or a Guarantor pursuant to foregoing arrangements 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 agrees that any Lender as consideration for the assignment or sale of holding a participation in a Loan deemed to have been so purchased may exercise any and all rights of its Loans banker’s lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by such Borrower to such Lender by reason thereof as fully as if such Lender had made a Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, that if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker’s 's lien, setoff or counterclaim against the Borrower Borrowers (pursuant to Section 9.06 or a Guarantorotherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender (or any of its banking Affiliates) Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by similar means, obtain payment in respect (voluntary or involuntary) (other than pursuant to Section 2.14, Section 2.15 or Section 2.16) of its any Committed Loan or Loans or LC Exposure as a result of which the unpaid principal portion of its the Committed Loans or LC Exposure is of such Bank shall be proportionately less than the unpaid principal portion of the Committed Loans or LC Exposure of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Committed Loans or LC Exposure of such other LenderBank, so that the aggregate unpaid principal amount of each Lender’s the Committed Loans and LC Exposure and its participation participations in the Committed Loans and LC Exposure of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Loans then outstanding and LC Exposure as the principal amount of its Committed Loans and LC Exposure prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Committed Loans outstanding and LC Exposure prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro rata; provided that if any such non-pro-rata payment is thereafter recovered or otherwise set asiderecovered, such purchase of participations 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 provisions of this Section 8.08 shall not be construed Each Borrower expressly consents to apply to (a) the foregoing arrangements and agrees that 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 Bank holding a participation in a Committed Loan deemed to have been so purchased may exercise any and all rights of its Loans banker's lien, setoff or other Obligations owed counterclaim with respect to itany and all moneys owing by such Borrower to such Bank by reason thereof as fully as if such Bank had made a Committed Loan directly to such Borrower in the amount of such participation.