Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against any Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by any Borrower or any Person claiming through or succeeding to the rights of any Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, or through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable LawsApplicable Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderLender (in each case, other than (x) payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.11 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as to which the provisions of this Section shall apply), then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable LawsApplicable Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.10 or Section 2.12) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of banker's lien, setoff, banker’s lien or counterclaim was to the principal amount of all Notes outstanding prior to such exercise of banker's lien, setoff, or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations 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 all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 11.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations 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 all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 18.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 18.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker’s lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.10 or Section 2.12) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, setoff, or counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding was to the rights principal amount of Borrowerall Notes outstanding prior to such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase of a participation or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker’s lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s Banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 14.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrowera Party, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: the (a) the The Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Party expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim with respect to the Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.14 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.14 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally Bank agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations any Revolving Credit Note held by it (it being understood that is ratably more each Bank shall be permitted to exercise any such right with respect to any obligation of the Borrower to it other than the Revolving Credit Notes prior to the exercise of such right with respect to any Revolving Credit Note) as a result of which the unpaid principal portion of all the Revolving Credit Notes held by it shall be proportionately less than the unpaid principal portion of all the Revolving Credit Notes held by any other LenderBank, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Bank a participation in the Obligations each Revolving Credit Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Bank, so that the share aggregate unpaid principal amount of the Obligations each Revolving Credit Note and participations in each Revolving Credit Note held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment Bank shall be in the same proportion that existed to the aggregate unpaid principal amount of all the Revolving Credit Notes then outstanding as the principal amount of all the Revolving Credit Notes held by it prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim was to the principal amount of all Revolving Credit Notes outstanding prior to such exercise of banker's lien, setoff or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.20 and the payment recovered by a Bank giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Bank, such purchase or any Person claiming through purchases or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments paid by such Bank restored to the extent of the recovery, but such Bank without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation a Revolving Credit Note deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim to the extent of the participation so purchased in such Revolving Credit Note with respect to any and all moneys owing by the participation Borrower as fully as if such Bank had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedparticipation.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Lawslaws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations 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 all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, the Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrowers, or otherwise, receives payment of the Obligations Indebtedness held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations Indebtedness held by that LenderLender(s), then, subject to applicable Laws: (a) the Lender Lender(s) exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations Indebtedness held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations Indebtedness held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations Indebtedness ratably in accordance with each Lender’s 's share of the Obligations Indebtedness immediately prior to, and without taking into account, the payment; provided provided, that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Lenders by Borrower the Borrowers or any Person claiming through or succeeding to the rights of Borrowerthe Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations Indebtedness pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations Indebtedness purchased to the same extent as though the purchasing Lender were the original owner of the Obligations Indebtedness purchased. Borrower The Borrowers expressly consents consent to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation Indebtedness so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the such Lender were the original owner of the Obligation Indebtedness purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.12 or Section 2.14) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of banker's lien, setoff, banker’s lien or counterclaim was to the principal amount of all Notes outstanding prior to such exercise of banker's lien, setoff, or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations 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 all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerany Obligor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: , (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower any Obligor or any Person claiming through or succeeding to the rights of Borrowerany Obligor, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Obligor expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against BorrowerBorrower or any Guarantor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim with respect to the Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Laws (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.Obligation

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------- through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Revolving Credit Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: then (a) the Lender exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim coun- terclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or -------- any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase pur- ------------- chase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderLender (except by means of removal of that Lender in accordance with Section 11.26), through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment pay- ment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment pay- ment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations Obliga- tions held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations Obliga- tions held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately immedi- ately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 pur- chased may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, the Borrowers or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the relevant Borrower or any Person claiming through or succeeding to the rights of that Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, 99 or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderXxxxxx, then, subject to applicable Applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Xxxxxxxx expressly consents to the foregoing arrangements and agrees that any -120- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against a Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: subject (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by a Borrower or any Person claiming through or succeeding to the rights of a Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against the Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed existed, prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in with respect of to the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained obtained, as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower the Borrowers or any Person claiming through or succeeding to the rights of Borrower, the Borrowers the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.. W02-WEST:LAR\400019853.8

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s bankers' lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that (i) if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interestinterest and (ii) the provisions of this Section 11.06 shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.11, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Exposures to any assignee or participant). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against any Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank's proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by any Borrower or any Person claiming through or succeeding to the rights of any Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, Bank receives through any means, receives means in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.Borrower

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s Banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Laws (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderLender (in each case, other than (x) payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.11 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as to which the provisions of this Section shall apply), then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: then (a) the Lender exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided provided, however, that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest; provided, further, however, that the rights of NCB with respect to the NCB Stock shall not be subject to the provisions of this Section 8.9. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 8.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, (Credit Agreement) 71 78 from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrowers, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 11.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.; provided, however, that each Bank agrees that it

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's 102 lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, bankerLender’s lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrower or its Subsidiaries, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or its Subsidiaries or any Person claiming through or succeeding to the rights of BorrowerBorrower or its Subsidiaries, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Line A Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Line A Obligations held by due it hereunder and under the Line A Notes that is ratably more than any other LenderLine A Bank, through any means, receives in payment of the Line A Obligations held by that LenderLine A Bank, then, subject to applicable Laws: (a) the Lender Line A Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Line A Bank a participation in the Line A Obligations held by the other Lenders Line A Bank and shall pay to the other Lenders Line A Bank a purchase price in an amount so that the share of the Line A Obligations held by each Lender Line A Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Line A Banks share any payment obtained in respect of the Line A Obligations ratably in accordance with each Lender’s Line A Bank's share of the Line A Obligations immediately prior to, and without taking into account, the payment; , provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Line A Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Line A Bank that purchases a participation in the Line A Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Line A Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Line A Obligations purchased. Each Line B/C Bank severally agrees to the same provisions as are set forth in the preceding two sentences, with all references to Line A Banks changed to Line B/C Banks and all references to Line A Obligations and the Line A Notes changed to Line B/C Obligations and the Line B Notes and Line C Notes. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's - 107 - 113 lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderXxxxxx, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, it through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of the Obligations held by that Lender's Pro Rata Share of such payment, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s bankers lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrowers, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 11.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Requisite Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, the Company or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower the Company or any Person claiming through or succeeding to the rights of Borrowerthe Company, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower The Company expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such 104 amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s Banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 14.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements 121 and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of the Obligations held by that Lender's Pro Rata Share of such payment, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment -------- obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall -------- not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Lenders.

Sharing of Setoffs. Each Lender severally agrees that if itit (whether as Lender or Issuing Bank or LC Guarantor), through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrower or any of its Affiliates, or otherwiseotherwise (for example, pursuant to Section 13.8), receives payment of the Obligations held by it that is ratably more than any other Lender (whether as Lender, Issuing Bank or LC Guarantor), through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the such other Lenders Lender a participation in the Obligations held by the such other Lenders Lender and shall pay to the such other Lenders Lender a purchase price in Cash in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other 118 adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders (whether as Lenders, Issuing Banks or LC Guarantor) share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or such Affiliate or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 13.19 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise against any Party any right of setoff, banker's lien or counterclaim without first obtaining the written consent of all of the Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of the Obligations held by that Lender, then, subject to applicable Laws: that (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 11.11 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise other- wise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 11.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, or through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Bank from which such payment is recovered is required to pay interest thereon, in which case each Bank returning funds to such Bank shall pay its pro rata share of such interest). Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. interest.‌ Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against BorrowerBorrower or its Restricted Subsidiaries, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: : (a) the Lender The Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or its Restricted Subsidiaries or any Person claiming through or succeeding to the rights of BorrowerBorrower or its Restricted Subsidiaries, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.12 or 9.2(d), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.12 and 9.2(d), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, or through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Bank from which such payment is recovered is required to pay interest thereon, in which case each Bank returning funds to such Bank shall pay its pro rata share of such interest). Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such LA\4060806.14 amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by any Borrower or any Person claiming through or succeeding to the rights of such Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided ______ that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. rower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a -------- result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 ----- shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim ----- with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant pur suant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Certificate Purchaser severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerLessee or Guarantor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderCertificate Purchaser, through any means, receives in payment of the Obligations held by that LenderCertificate Purchaser, then, subject to applicable Applicable Laws: (a) the Lender Certificate Purchaser exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Certificate Purchaser, a participation in the Obligations held by the other Lenders Certificate Purchaser and shall pay to the other Lenders Certificate Purchaser a purchase price in an amount so that the share of the Obligations held by each Lender Certificate Purchaser after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as and shall be equitable to ensure that all of the Lenders Certificate Purchasers share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Certificate Purchaser's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Certificate Purchaser by Borrower Xxxxxx, Guarantor or any Person claiming through or succeeding to the rights of BorrowerLessee or Guarantor, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Certificate Purchaser that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement Lease with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Certificate Purchaser were the original owner of the Obligations Obligation purchased. Borrower Lessee and Guarantor expressly consents consent to the foregoing arrangements and agrees agree that any Lender Certificate Purchaser holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of to setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Certificate Purchaser were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower the Borrowers or any Person claiming through or succeeding to the rights of Borrowerthe Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower The Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.11 or 9.2(d), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.11 and 9.2(d), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowera Party, or otherwise, receives payment of the Revolving Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Revolving Obligations held by that Lender, then, subject to applicable Laws: : (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Revolving Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Revolving Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Revolving Obligations ratably in accordance with each Lender’s 's share of the Revolving Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Revolving Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Revolving Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Revolving Obligations purchased. Borrower Each Party expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Revolving Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Revolving Obligation purchased; PROVIDED, however, that each Lender agrees that it shall not exercise any right of setoff, banker's lien or counterclaim with respect to the Revolving Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowera Party, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a ------------- result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Party expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker's lien or counterclaim with respect to the Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: : (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.