Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that that, if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the Note held by it any of its Loans which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the Note held any Loan made by such other BankBank (other than disproportionate payments to any Bank provided for by this Agreement), the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held Loans made by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held Loans made by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise recovered thereby to the payment of indebtedness of the relevant Borrower other than its indebtedness under the NotesLoans. If under any applicable bankruptcy, and (ii) if all insolvency or other similar law, any portion Bank receives a secured claim in lieu of such payment received by the purchasing Bank is thereafter recovered from such purchasing Banka setoff to which this Section applies, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation shall, to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank practicable, exercise its rights in respect of such secured claim in a manner consistent with the total amount so recoveredrights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Bank which is a holder of a participation in a NoteLoan of such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the such Borrower in the amount of such participation.

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

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or resort to collateral security or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Reimbursement Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Reimbursement Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Reimbursement Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that that, if it shall, by ------------------ exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the any Note held by such other BankBank (other than disproportionate payments to any Bank provided for by this Agreement), the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) -------- nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise recovered thereby to the payment of indebtedness of the Borrower other than its indebtedness under the Notes. If under any applicable bankruptcy, and (ii) if all insolvency or other similar law, any portion Bank receives a secured claim in lieu of such payment received by the purchasing Bank is thereafter recovered from such purchasing Banka setoff to which this Section applies, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation shall, to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank practicable, exercise its rights in respect of such secured claim in a manner consistent with the total amount so recoveredrights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, receive obtain payment (voluntary or involuntary) in respect of a proportion of the aggregate amount of principal and interest owing with respect to the any Revolving Credit Note held by it which is greater (it being understood that each Bank shall be permitted to exercise any such right with respect to any obligation of the Borrower to it other than the proportion received 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 Bank, it shall be deemed to have simultaneously purchased from such other Bank a participation in respect of the aggregate amount of all principal and interest owing with respect to the each Revolving Credit Note held by such other Bank, so that the Bank receiving such proportionately greater payment shall purchase such aggregate unpaid principal amount of each Revolving Credit Note and participations in each Revolving Credit Note held by each Bank shall be in the same proportion 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 the other Banks owing it prior to such other Banksexercise of banker's lien, and setoff or counterclaim was to the principal amount of all Revolving Credit Notes outstanding prior to such other exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.21 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received recovered by the purchasing a Bank is giving rise thereto shall thereafter be recovered from such purchasing Bank, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal and the purchase price or prices or adjustments paid by such Bank restored to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Bank holding a participation in a Note, whether or not acquired pursuant Revolving Credit Note deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights to the extent of the participation so purchased in such Revolving Credit Note with respect to such participation any and all moneys owing by the Borrower as fully as if such holder of Bank had made a participation were a direct creditor of Loan directly to the Borrower in the amount of such the participation.

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

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect re spect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank of the Banks agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against Borrower or otherwiseany other Company, receive payment of including, but not limited to, a proportion of secured claim under the aggregate amount of principal and Bankruptcy Code or other security interest owing arising with respect to the Note held by it which is greater than the proportion or in lieu of such secured claim and received by such Bank under any applicable bankruptcy, insolvency or other Bank similar Law, or otherwise obtain payment in respect of any obligation owing to such Bank as a result of which the aggregate amount unpaid portion of all principal its Loans is proportionately less than the unpaid portion of the Loans of other Banks (based. upon the respective Commitment of the Banks), (i) it shall promptly purchase at par (and interest owing with respect shall be deemed to the Note held by have thereupon purchased) from such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations Banks a participation in the Notes held by the other Banks owing to Loans of such other Banks, so that the aggregate unpaid principal amount of each of the Banks’ Loans shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment, (ii) it shall pay interest calculated at the Federal Funds Rate to such other Banks on the amount purchased from the date it received such payment until the date of the purchase of such participation; and (iii) such other adjustments shall be mademade from time to time as shall be equitable to ensure that the Banks share such payment pro rata. Notwithstanding anything to the contrary contained herein, if a Bank shall obtain payment under any circumstances contemplated herein while any Obligations shall remain outstanding, such Bank shall promptly turn over such payment to Administrative Agent for distribution to the Banks on account of the Obligations as provided herein. Borrower and the Companies expressly consent to the foregoing arrangements and agree that any Bank or Banks holding (or deemed to be holding) a participation in any of the Loans or other Obligations may be required so that exercise any and all such payments rights of principal and interest banker’s lien, setoff or counterclaim with respect to the Note held any and all monies owing by the Bank owing Borrower or any other Company to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, ------------------ by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks Bank owing to such other BanksBank, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank owing to such other Banks Bank shall be shared by the Banks pro rata; provided that (i) nothing in this Section -------- shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Company, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received or by any other Bank means obtain payment (voluntary or involuntary) in respect of the aggregate amount Notes held by it as a result of all which the unpaid principal portion of the Notes then due and interest owing with respect payable to it shall be proportionately less than the Note unpaid principal portion of the Notes then due and payable to any other Bank, it shall simultaneously purchase from such other Bank at face value a participation in the Notes held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataratably in proportion to the amounts then due and payable to them; provided provided, however, that (i) nothing in if any such purchase or purchases or adjustments shall be made pursuant to this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.17 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according and the purchase price or prices or adjustment restored without interest. The Company expressly consents to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Bank holding a participation in a Note, whether or not acquired pursuant Note deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Company to such participation Bank as fully as if such holder of Bank had made a participation were a direct creditor of Loan directly to the Borrower Company in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that ------------------ if it shall, by exercising any right of setoff set-off or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the Note any Loan or participations in any LC Disbursement or Swingline Loan held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the Note any Loan or participations in any LC Disbursement or Swingline Loan held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Loans and participations in LC Disbursements and Swingline Loans held by the other Banks owing (to such which purchase the Company and each other Banksapplicable Borrower hereby consents), and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Loans and participations in LC Disbursements and Swingline Loans held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to -------- exercise any right of setoff set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Company or any other Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredhereunder. The Company and each other Borrower agreesagree, to the fullest extent it they may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not in a participation in an LC Disbursement or Swingline Loan, granted in accordance with this Agreement or any holder of a participation in a Loan, or in a participation in an LC Disbursement or Swingline Loan, acquired pursuant to the foregoing arrangements, arrangements described in this Section may exercise rights of setoff set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the applicable Borrower or the Company, as the case may be, in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it its Loans which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by Loans of such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks owing to such other BanksBank, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks Loans shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Noteshereunder, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank’s ratable share (according to the proportion of (x) the amount of such other Banks' Bank’s required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, receive obtain payment (voluntary or involuntary) in respect of a proportion of the aggregate amount of principal and interest owing with respect to the any Revolving Credit Note held by it which is greater (it being understood that each Bank shall be permitted to exercise any such right with respect to any obligation of the Borrower to it other than the proportion received 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 Bank, it shall be deemed to have simultaneously purchased from such other Bank a participation in respect of the aggregate amount of all principal and interest owing with respect to the each Revolving Credit Note held by such other Bank, so that the Bank receiving such proportionately greater payment shall purchase such aggregate unpaid principal amount of each Revolving Credit Note and participations in each Revolving Credit Note held by each Bank shall be in the same proportion 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 the other Banks owing it prior to such other Banksexercise of banker's lien, and setoff or counterclaim was to the principal amount of all Revolving Credit Notes outstanding prior to such other exercise of banker's lien, setoff or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.20 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received recovered by the purchasing a Bank is giving rise thereto shall thereafter be recovered from such purchasing Bank, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal and the purchase price or prices or adjustments paid by such Bank restored to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Bank holding a participation in a Note, whether or not acquired pursuant Revolving Credit Note deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights to the extent of the participation so purchased in such Revolving Credit Note with respect to such participation any and all moneys owing by the Borrower as fully as if such holder of Bank had made a participation were a direct creditor of Loan directly to the Borrower in the amount of such the participation.

Sharing of Setoffs. Each Subject to Section 2.14(a)(ii), each Bank agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Company or otherwisean Eligible Subsidiary, receive payment of or through a proportion secured claim the security for which is a debt owed by such Bank to the Company including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Bank under any applicable bankruptcy, insolvency or other similar law, obtain payment in respect of any Note held by it as a result of which the unpaid portion of such Note is proportionately less than the unpaid portion of the Notes held by each of the other Banks (a) it shall be deemed to have simultaneously purchased from such other Banks a participation in the Notes held by such other Banks, so that the aggregate unpaid principal amount of the Notes held by each Bank shall be in the same proportion to the aggregate unpaid principal and interest owing with respect to amount of the Notes then outstanding as the principal amount of the Note held by it which is greater than prior to such exercise of banker's lien, setoff or counter-claim or prior to such receipt of a secured claim, security or interest was to the proportion received by any other Bank in respect of the aggregate principal amount of all principal the Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or prior to such receipt of a secured claim, security or interest; provided, however, that if any purchase is made pursuant to this Section 10.02 and the payment giving rise thereto is thereafter recovered, such purchase shall be rescinded and the purchase price restored with interest owing with respect to the Note held extent interest has been recovered by such other Bank, the Bank receiving purchasing such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, participation and (b) such other adjustments shall be made, made from time to time as may shall be required so equitable to ensure that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of share such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together pro rata in accordance with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredtheir Applicable Percentages. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, Company and each Eligible Subsidiary agrees that any holder of a participation in a any Loan or Note, or any portion thereof, whether or not acquired pursuant to the foregoing arrangementsthis Section 10.02, may exercise rights of setoff or counterclaim payment and other rights set-off with respect to such participation as fully as if such holder of a participation were a the direct creditor of the Borrower Company in the amount of such participationparticipation and such holder of a participation shall be deemed a "Bank" for purposes of this Section 10.02.

Sharing of Setoffs. (a) Each Bank Tranche A Lender agrees that if it shall, by exercising any through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowers, including, but not limited to, a secured claim or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Tranche A Lender (x) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Tranche A Lender a participation in the Loans of such other Tranche A Lender, so that the aggregate unpaid principal amount of each Tranche A Lender’s Loans and its participation in Loans funded with the Tranche A Commitments of the other Tranche A Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans funded with the Total Tranche A Commitments then outstanding as the principal and interest owing with respect amount of its Tranche A Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans funded with the Total Tranche A Commitments outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (y) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Tranche A Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, or otherwise set aside such purchase from such other Banks of participations shall be rescinded and (without interest). If Tranche A Usage is zero at such other Bank time, each Tranche A Lender agrees that it shall repay turn over any such amounts received by it to the purchasing Bank Administrative Agent for application to the purchase price of such participation Tranche B Usage, ratably in accordance with each Tranche B Lender’s Tranche B Commitment Percentage to the extent of such recovery together with an amount equal to amounts received by such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participationTranche A Lender.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Revolving Extensions of Credit as a proportion result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate amount of principal each Lender’s Revolving Extensions of Credit and interest owing with respect its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Revolving Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Revolving Extensions of Credit prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the #4835-7899-9450v13 #4834-7509-9972 Exhibit 10.2 amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Sharing Secured Party agrees that if it shallshall through the exercise of a right of banker's lien, by exercising setoff or counterclaim against the Company or any other Grantor, including, without limitation, any right of setoff or counterclaim or otherwise, receive payment of a proportion the Term Loan Lenders pursuant to Section 4.4 of the aggregate amount Second Lien Term Loan Agreement, or pursuant to a secured claim under Section 506 of principal and Title 11 of the United States Code or other security or interest owing with respect to the Note held by it which is greater than the proportion arising from, or in lieu of, such secured claim, received by such Sharing Secured Party under any applicable bankruptcy, insolvency or other Bank similar law, obtain payment (voluntary or involuntary) from any Sharing Collateral or proceeds thereof in respect of the aggregate amount of all principal any Sharing Obligations owing to it, it shall promptly purchase from each other Sharing Secured Party participations in (or, if and interest owing with respect to the Note extent specified by such Sharing Secured Party, direct interests in) the Sharing Obligations held by such other Bank, the Bank receiving Sharing Secured Party in such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banksamounts, and make such other adjustments from time to time as shall be madeequitable, as may be required so to the end that all such payments of principal and interest with respect to the Note held by Sharing Secured Parties shall share the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion benefit of such payment received (net of any expenses which may be incurred by such benefited Sharing Secured Party in obtaining or preserving such excess payment) pro rata in accordance with the Sharing Percentages of each Sharing Secured Party. To such end, all the Sharing Secured Parties shall make appropriate adjustments among themselves (by the purchasing Bank release of participations sold or otherwise) if such payment is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall rescinded or must otherwise be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredrestored. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, Company and each other Grantor agrees that any holder of Sharing Secured Party so purchasing a participation (or direct interest) in a Note, whether or not acquired pursuant the Sharing Obligations owing to the foregoing arrangements, other Sharing Secured Parties may exercise all rights of setoff or counterclaim and other similar rights with respect to such participation as fully as if such holder of a participation Sharing Secured Party were a direct creditor holder of the Borrower such Sharing Obligations in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank Lender owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section shall -------- impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such other Banks Lenders shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other BanksLenders' ratable share (according to the proportion of (x) the amount of such other BanksLenders' required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of or a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest the Obligations owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest Obligations of the same type owing with respect to the Note held by such other Bankit, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes affected Obligations held by the other Banks owing to such other BanksBank(s), and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to such Obligations of the Note held by the Bank same type owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of any indebtedness of the Borrower other than its indebtedness under the NotesObligations, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Noteany Obligations, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, ------------------ by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Bank Lender -------- to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender's ratable share (according to the proportion of (x) the amount of such other Banks' Lender's required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of principal its Loans and accrued interest owing with respect to the Note held by it which is thereon or other such obligations greater than its pro rata share thereof as provided herein, then the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank Lender receiving such proportionately greater payment proportion shall (a) notify the Administrative Agent of such fact and (b) purchase such (for cash at face value) participations in the Notes held by the other Banks owing to such other Banks, Loans and such other obligations of the other Lenders, or make such other adjustments as shall be madeequitable, as may be required so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them; provided that that: (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have such participations are purchased and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such the payment received by the purchasing Bank giving rise thereto is thereafter recovered from such purchasing Bankrecovered, such purchase from such other Banks participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation restored to the extent of such recovery together with an amount equal recovery, without interest; and (ii) the provisions of this Section 2.14 shall not be construed to such other Banks' ratable share (according apply to the proportion of (x) any payment made by the amount Borrower pursuant to and in accordance with the express terms of such other Banks' required repayment to this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the total amount so recovered from assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the purchasing Bank) Borrower or any Subsidiary thereof (as to which the provisions of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredthis paragraph shall apply). The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of setoff or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Revolving Extensions of Credit as a proportion result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate amount of principal each Lender’s Revolving Extensions of Credit and interest owing with respect its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Revolving Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Revolving Extensions of Credit prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by 106 any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of its claims in respect of Letter of Credit Disbursements and principal and interest owing due with respect to the any Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all claims in respect of Letter of Credit Disbursements and principal and interest owing due with respect to the any Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the claims in respect of Letter of Credit Disbursements and Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to the Note Notes held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the a Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredLoan Documents. The Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it its Loans which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by Loans of such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks owing to such other BanksBank, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks Loans shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Noteshereunder, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Secured Party agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower or any Subsidiary, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Secured Party under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Secured Obligations, and the payment received is of a proportion of the aggregate amount of principal and interest owing due with respect to the Note Loans held by it or other Secured Obligations owing to it which is greater than the proportion received by any other Bank such Secured Party in respect of the aggregate amount of all principal and interest owing with respect to the Note Loans held by such other BankSecured Party and the other Secured Obligations owing to it, the Bank Secured Party receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks Secured Parties and/or the other Secured Obligations owing to such other Banksthem, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Loans held by the Bank Lenders or the other Secured Obligations owing to such other Banks the Secured Parties shall be shared by the Banks Secured Parties pro rata; provided provided, that (i) nothing in this Section shall impair the right of any Bank Secured Party to exercise any right of setoff set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under existing hereunder or the Notesother Secured Obligations owing to it; provided, and (ii) that if all or any portion of such non-pro rata payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, or otherwise set aside such purchase from such other Banks of participations shall be rescinded and such other (without interest); provided further, that notwithstanding anything to the contrary contained in this Section, the Existing Cash Management Bank shall repay be entitled to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of retain any interest or other amount paid or payable by the purchasing Bank payments it receives in respect of its Cash Management Obligations if any, or in respect of any cash management services provided to the total amount so recoveredBorrower after the Effective Date, in each case as a result of exercising any right of set-off or any similar right; and provided further, that all references to "Secured Obligations" in this Section shall mean all Secured Obligations other than pursuant to Sections 2.9, 2.12, 8.6, 9.5 and 9.6 and any incremental Secured Obligations arising pursuant to Section 2.10. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Lender holding (or deemed to be holding) a participation in the unpaid amount of a Note, whether or not acquired pursuant to the foregoing arrangements, Secured Obligation may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender, as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee in connection with such obligation, in the amount of such participation.

Sharing of Setoffs. Each Bank Subject to the application of payments in ‎Section 2.14(b), each Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against any Loan Party under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Loans as a proportion result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate amount of principal each Lender’s Loans and interest owing with respect its participation in Loans of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Loans then outstanding as the amount of its Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Loans prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks Lenders share such payment pro rata; provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non pro rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consent to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether or not Loan acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation.. The provisions of this ‎Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or the Guarantors pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. 106

Sharing of Setoffs. Each Bank agrees that if it shall, ------------------ by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section -------- shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal and interest owing with respect amount of its UAL Term Loan Credit Agreement 2020 Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether or not Loan acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowers or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations owing to it shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, it shall simultaneously purchase from such other Lender at face value a participation in the Obligations owing to such other Lender, so that the aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender shall be in the same proportion to the aggregate unpaid amount of all Obligations owing to such Lender prior to such exercise of banker's lien, setoff or counterclaim or otherwise, receive payment of a proportion of other event was to the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other Banks, and event; PROVIDED that if any such other purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.13 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according and the purchase price or prices or adjustments restored without interest. Each of the Borrowers expressly consents to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Lender holding a participation in a Note, whether or not acquired pursuant an Obligation deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such holder of Lender had made a participation were a direct creditor of loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal and interest owing with respect amount of its Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks Lenders share such payment pro rata; provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, or otherwise set aside such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay (without interest). The Borrowers expressly consent to the purchasing Bank the purchase price of such participation foregoing arrangements and to the extent arrangements contemplated herein regarding participations in Loans deemed made by CITBC by virtue of such recovery together with an amount equal to such other Banks' ratable share (according to payments under Letter of Credit Guaranties, and the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, Borrowers agree that any holder of Lender holding (or deemed to be holding) a participation in a NoteLoan may exercise any and all rights of banker's lien, whether or not acquired pursuant setoff (in each case, subject to the foregoing arrangements, may exercise rights same notice requirements as pertain to clause (iv) of setoff the remedial provisions of Section 7.01) or counterclaim and other rights with respect to any and all moneys owing by the Borrowers to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The Lenders' agreements in this provision shall not affect their rights to retain amounts obtained by them with respect to indebtedness of any Borrower other than the Obligations (including, without limitation, any Pre-Petition Secured Loans owed to any of the Lenders, which are to be paid as contemplated in Section 2.01(d)).

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 10.06) or otherwiseotherwise (including by exercise of its rights under the Collateral Documents), receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Revolving Loans, Term Loans and participations in LC Disbursements and accrued interest owing with respect to the Note held by it which is greater thereon than the proportion received by any other Bank in respect of Lender, then the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Notes held by Revolving Loans, Term Loans and participations in LC Disbursements of other Lenders to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements; provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this Section 2.15 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any portion payment obtained by a Lender as consideration for the assignment of such payment received by or sale of a participation in any of its Revolving Loans, Term Loans or participations in LC Disbursements to any Eligible Assignee or participant, other than to Holdings or any of their respective Subsidiaries or any Affiliates thereof (as to which the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks provisions of this Section 2.15 shall be rescinded and such other Bank shall repay apply). Each Loan Party consents to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable lawLegal Requirements, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Loan Party rights of setoff or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.15 applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.15 to share in the benefits of the recovery of such secured claim.

Sharing of Setoffs. Each Bank agrees that if it shallIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, by exercising upon the occurrence and during the continuance of any right Event of setoff Default, each Lender and each holder of any Note is hereby authorized at any time or counterclaim from time to time, without notice to any Loan Party or otherwiseto any other person, receive payment of a proportion of the aggregate amount of principal any such notice being hereby expressly waived, to set off and interest owing with respect to the Note appropriate and to apply any and all balances held by it which is greater than at any of its offices for the proportion received by account of Borrower or any Guarantor (regardless of whether such balances are then due to Borrower or any Guarantor) and any other Bank in respect properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the aggregate amount Obligations which are not paid when due. Any Lender or holder of all principal and interest owing with respect any Note exercising a right to set off or otherwise receiving any payment on account of the Note held by such other Bank, the Bank receiving such proportionately greater payment Obligations in excess of its pro rata share thereof shall purchase for cash (and the other Lenders or holders shall sell) such participations in the Notes held by the other Banks owing to each such other Banks, and Lender's or holder's pro rata share of the Obligations as would be necessary to cause such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect Lender to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply share the amount subject to such exercise to the payment of indebtedness of the so set off or otherwise received with each other Lender or holder in accordance with their respective pro rata shares. Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower each Guarantor agrees, to the fullest extent it may effectively do so under applicable permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in a Note, whether the Loans made or not acquired pursuant to the foregoing arrangements, other Obligations held by other Lenders or holders may exercise all rights of setoff set-off, bankers' lien, counterclaim or counterclaim and other similar rights with respect to such participation as fully as if such Lender or holder of a participation were a direct creditor holder of the Borrower Loans and the other Obligations in the amount of such participationparticipations. Notwithstanding the foregoing, if all or any portion of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the Note held by any Loan or Reimbursement Obligation owed to it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the Note held by any Loan or Reimbursement Obligation owed to such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by Loans and Reimbursement Obligations owed to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by Loans and Reimbursement Obligations owed to the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, hereunder and (ii) if all or nothing in any portion of such payment Financing Documents shall require any Bank to share any payments and distributions received by the purchasing such Bank is thereafter recovered from if such purchasing Bank, such purchase from such other Banks shall be rescinded payments and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank distributions were made in respect of the total amount so recoveredany obligations (including without limitation Other Reimbursement Obligations and Other Mortgage Obligations) not constituting Loans or Reimbursement Obligations. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan or Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Loans or participations in Revolving L/C Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Loans and participations in Revolving L/C Disbursements and accrued interest owing with respect to the Note held by it which is greater thereon than the proportion received by any other Bank Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in respect the Loans and participations in Revolving L/C Disbursements of other Lenders to the aggregate extent necessary so that the amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their Loans and participations in Revolving L/C Disbursements; provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this paragraph shall not be construed to apply to (A) any payment made by EnergySolutions pursuant to and in accordance with the express terms of this Agreement or (B) any portion payment obtained by a Lender as consideration for the assignment of such payment received by or sale of a participation in any of its Loans or participations in Revolving L/C Disbursements to any assignee or Participant, other than to Parent, EnergySolutions, any of their respective Subsidiaries or other Affiliates (as to which the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks provisions of this paragraph shall be rescinded and such other Bank shall repay apply). EnergySolutions consents to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against EnergySolutions rights of setoff or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower EnergySolutions in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of, or interest on, any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Term Loans and accrued interest owing with respect to the Note held by it which is greater thereon than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other BankLender, the Bank then Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Notes held by Term Loans of the other Banks owing Lenders to such other Banks, and such other adjustments shall be made, as may be required the extent necessary so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by Lenders ratably in accordance with the Banks pro rataTerm Loan Applicable Percentage of each Lender; provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any portion payment obtained by a Lender as consideration for the assignment of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay or sale of a participation in any of its Term Loans to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest assignee or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredparticipant. The Borrower consents to the foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Borrower rights of setoff or set-off and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower in the amount of such participation.

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

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 10.06) or otherwiseotherwise (including by exercise of its rights under the Collateral Documents), receive obtain payment in respect of any principal of or interest on any of its Term Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Term Loans and accrued interest owing with respect to the Note held by it which is greater thereon than the proportion received by any other Bank in respect of Lender, then the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Notes held by Term Loans of other Lenders to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Term Loans; provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this Section 2.15 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any portion payment obtained by a Lender as consideration for the assignment of such payment received by or sale of a participation in any of its Term Loans to any Eligible Assignee or participant, other than to Holdings or any of their respective Subsidiaries or any Affiliates thereof (as to which the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks provisions of this Section 2.15 shall be rescinded and such other Bank shall repay apply). Each Loan Party consents to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable lawLegal Requirements, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Loan Party rights of setoff or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.15 applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.15 to share in the benefits of the recovery of such secured claim.

Sharing of Setoffs. Each Bank Except as otherwise provided in Section 4.6(c) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, by exercising in any manner, including through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any Insolvency Proceeding or otherwise, receive obtain payment (voluntary or involuntary) in respect of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it as a result of which is greater the unpaid principal portion of the Note held by it shall be proportionately less than the proportion received unpaid principal portion of the Note held by any other Bank Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in respect of the aggregate amount of all principal and interest owing with respect to the Note held by such other BankLender, so that the Bank receiving such proportionately greater payment shall purchase such aggregate unpaid principal amount of the Note and participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments each Lender shall be made, in the same proportion to the aggregate unpaid principal amount of all Notes then outstanding as may be required so that all such payments the principal amount of principal and interest with respect to the Note held by the Bank owing it prior to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right exercise of any Bank to exercise any right of banker's lien, setoff or counterclaim it may have and was to apply the principal amount subject of all 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 5.13 and the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according and the purchase price or prices or adjustment restored without interest. The Borrowers expressly consent to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agree that any holder of Person holding a participation in a Note, whether or not acquired pursuant Note under this Section 5.13 deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by any such participation Borrower to such Lender as fully as if such holder of Lender had made a participation were a direct creditor of the Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Notes held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note Notes held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided PROVIDED that (i) nothing in this Section shall impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender's ratable share (according to the proportion of (x) the amount of such other Banks' Lender's required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 10.06) or otherwiseotherwise (including by exercise of its rights under the Collateral Documents), receive obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans or participations in LC Disbursements resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Revolving Loans, Term Loans and participations in LC Disbursements and accrued interest owing with respect to the Note held by it which is greater thereon than the proportion received by any other Bank in respect of Lender, then the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Notes held by Revolving Loans, Term Loans and participations in LC Disbursements of other Lenders to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rataLenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term Loans and participations in LC Disbursements; provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this Section 2.15 shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any portion payment obtained by a Lender as consideration for the assignment of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor sale of a participation in any of its Revolving Loans, such purchase from such other Banks shall be rescinded and such other Bank shall repay Term Loans or participations in LC Disbursements to any Eligible Assignee or participant. Each Loan Party consents to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable lawLegal Requirements, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against each Loan Party rights of setoff or and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower such Loan Party in the amount of such participation. If under applicable Insolvency Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.15 applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.15 to share in the benefits of the recovery of such secured claim. Section 2.16.

Sharing of Setoffs. Each Bridge Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the Note held by any Bridge Loan or Bridge Reimbursement Obligation owed to it which is greater than the proportion received by any other Bridge Bank in respect of the aggregate amount of all principal and interest owing due with respect to the Note held by any Bridge Loan or Bridge Reimbursement Obligation owed to such other Bridge Bank, the Bridge Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by Bridge Loans and Bridge Reimbursement Obligations owed to the other Banks owing to such other Bridge Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by Bridge Loans and Bridge Reimbursement Obligations owed to the Bank owing to such other Bridge Banks shall be shared by the Bridge Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bridge Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder or under the Notes, Credit Agreement and (ii) if all or nothing in any portion of such payment Financing Documents shall require any Bridge Bank to share any payments received by the purchasing such Bridge Bank is thereafter recovered from if such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank payments were made in respect of the total amount so recoveredany obligations (including without limitation Other Reimbursement Obligations and Other Mortgage/Lease Obligations) not constituting Bridge Loans or Bridge Reimbursement Obligations. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteBridge Loan or Bridge Reimbursement Obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Revolving Extensions of Credit as a proportion result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate amount of principal each Lender’s Revolving Extensions of Credit and interest owing with respect its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Revolving Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Revolving Extensions of Credit prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation.. The provisions of this

Sharing of Setoffs. Each Bank of the Lender (including the ------------------ Swing Line Lender) agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Loans held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note Loan held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Loans held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section -------- shall impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the NotesLoans, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender's ratable share (according to the proportion of (x) the amount of such other Banks' Lender's required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowers or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations owing to it shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, it shall simultaneously purchase from such other Lender at face value a participation in the Obligations owing to such other Lender, so that the aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender shall be in the same proportion to the aggregate unpaid amount of all Obligations owing to such Lender prior to such exercise of banker's lien, setoff or counterclaim or otherwise, receive payment of a proportion of other event was to the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other Banksevent; provided, and however, that if any such other purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.13 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according and the purchase price or prices or adjustments restored without interest. The Borrowers expressly consent to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Lender holding a participation in a Note, whether or not acquired pursuant an Obligation deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrowers to such participation Lender by reason thereof as fully as if such holder of Lender had made a participation were a direct creditor of loan directly to the Borrower Borrowers in the amount of such participation.

Sharing of Setoffs. Each Bank Subject to the application of payments in ‎Section 2.14(b), each Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against any Loan Party under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Loans as a proportion result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate amount of principal each Lender’s Loans and interest owing with respect its participation in Loans of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Loans then outstanding as the amount of its Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Loans prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks Lenders share such payment pro rata; provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non pro rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consent to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether or not Loan acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this ‎Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or the Guarantors pursuant to and in accordance with the express terms of this Agreement or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of lien, setoff or counterclaim against the Borrowers, including, but not limited to, a secured claim under ss.506 of Title 11 of the U.S. Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Law or otherwise, receive obtain payment (voluntary or involuntary) in respect of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it as a result of which is greater the unpaid principal portion of the Notes held by it shall be proportionately less than the proportion received unpaid principal portion of the Notes held by any other Bank in respect of the aggregate amount of all principal and interest owing with respect Lender, it shall be deemed to the Note held by have simultaneously purchased from such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations Lender a participation in the Notes held by such other Lender, so that the other Banks owing aggregate unpaid principal amount of the Notes and participations in Notes held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Notes held by it prior to such other Banksexercise of lien, and setoff or counterclaim was to the principal amount of all Notes outstanding prior to such other exercise of lien, setoff or counterclaim. If any such purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to and the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest purchase price or other amount paid prices or payable by the purchasing Bank in respect of the total amount so recoveredadjustments restored without interest. The Borrower agrees, Borrowers expressly consent to -45- the fullest extent it may effectively do so under applicable law, foregoing arrangements and agree that any holder of Lender holding a participation in a Note, whether or not acquired pursuant Note deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrowers to such participation Lender as fully as if such holder of Lender held a participation were a direct creditor of the Borrower Note in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or resort to collateral security or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Term Loan Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Term Loan Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Term Loan Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Term Loan Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Term Loan Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Term Loan Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that that, if it shall, ------------------ by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the any Committed Note or Competitive Note held by it or any Letter of Credit Outstandings which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the any Committed Note or Competitive Note held by such other BankBank or any Letter of Credit Outstandings (other than disproportionate payments to any Bank provided for by this Agreement), the Bank receiving such proportionately greater payment shall purchase such participations participation in the Committed Notes or the Competitive Notes held by by, or the other Banks owing to such rights in respect of Letter of Credit Outstandings of, the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Committed Notes or the Competitive Notes and Letter of Credit Outstandings held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided provided, however, that (i) nothing in this Section shall impair the right of -------- ------- any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise recovered thereby to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or in respect of Letter of Credit Outstandings. If under any portion applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of such payment received by the purchasing Bank is thereafter recovered from such purchasing Banka setoff to which this Section applies, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation shall, to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank practicable, exercise its rights in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation such secured claim in a Note, whether or not acquired pursuant to manner consistent with the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect the Banks entitled under this Section to such participation as fully as if such holder of a participation were a direct creditor of the Borrower share in the amount benefits of any recovery on such participationsecured claim.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against any Credit Party, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its extensions of credit as a result of which the unpaid portion of its extensions of credit is proportionately less than the unpaid portion of the extensions of credit of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the extensions of credit of such other Lender, so that the aggregate unpaid principal amount of each Lender's extensions of credit and its participation in extensions of credit of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all extensions of credit then outstanding as the principal and interest owing with respect amount of its extensions of credit prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all extensions of credit outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be mademade from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). The Credit Parties expressly consent to the foregoing arrangements and agree that any Lender holding (or deemed to be holding) a participation in extensions of credit may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as may be required so that all such payments pertain to clause (iv) of principal and interest the remedial provisions of Section 7.1) or counterclaim with respect to the Note held any and all moneys owing by the Bank owing any Credit Party to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation Lender as fully as if such Lender was the original holder of a participation were a direct creditor extensions of credit hereunder and the Borrower original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff 127 or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and interest owing with respect LC Exposure prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of Lender's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal and interest owing with respect amount of its Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be mademade from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) an interest in a Loan may exercise any and all rights of Lender's lien, setoff (in each case, subject to the same notice requirements as may be required so that all such payments pertain to clause (iv) of principal and interest the remedial provisions of Section 7.01) or counterclaim with respect to the Note held any and all moneys owing by the Bank owing Borrower to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such other Banks shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation Lender as fully as if such holder of Lender held a participation were a direct creditor of Note and was the Borrower original obligee thereon, in the amount of such participationinterest.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans or LC Exposure as a result of which the unpaid portion of its Loans or LC Exposure is proportionately less than the unpaid portion of the Loans or LC Exposure of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and LC Exposure and its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding and LC Exposure as the principal amount of its Loans and interest owing with respect LC Exposure prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding and LC Exposure prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim against the 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, 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 owing to it shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, it shall simultaneously purchase from such other Lender at face value a participation in the Obligations owing to such other Lender, so that the aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender shall be in the same proportion to the aggregate unpaid amount of all Obligations owing to such Lender prior to such exercise of banker's lien, setoff or counterclaim or otherwise, receive payment of a proportion of other event was to the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other Banks, and event; PROVIDED that if any such other purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.12 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to and the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest purchase price or other amount paid prices or payable by the purchasing Bank in respect of the total amount so recoveredadjustments restored without interest. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Lender holding a participation in a Note, whether or not acquired pursuant an Obligation deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such holder of Lender had made a participation were a direct creditor of loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank of the Lender (including the ------------------ Swing Line Lender) agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Loans held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note Loan held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Loans held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this -------- Section shall impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the NotesLoans, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender's ratable share (according to the proportion of (x) the amount of such other Banks' Lender's required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any through the exercise of a right of banker's lien, setoff or counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Outstanding Credits (other than any such payment from the proceeds of the Collateral held in such Lender's Cash Collateral Account), as a result of which the unpaid portion of its Outstanding Credits (calculated without regard to any payment in respect of any Outstanding Credits from the proceeds of the Collateral held in such Lender's Cash Collateral Account) shall be proportionately less than the unpaid portion of the Outstanding Credits of any other Lender (calculated without regard to any payment in respect of any Outstanding Credits from the proceeds of the Collateral held in such Lender's Cash Collateral Account), it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Outstanding Credits of such other Lender, so that the aggregate unpaid amount of the Outstanding Credits and participations in the Outstanding Credits held by each Lender (calculated, in each case, without regard to any payment in respect of any Outstanding Credits from the proceeds of the Collateral held in such Lender's Cash Collateral Account) shall be in the same proportion to the aggregate unpaid amount of all Outstanding Credits then outstanding (calculated without regard to any payment in respect of any Outstanding Credits from the proceeds of the Collateral held in any Lender's Cash Collateral Account) as the amount of its Outstanding Credits (calculated without regard to any payment in respect of any Outstanding Credits from the proceeds of the Collateral held in any Lender's Cash Collateral Account) prior to such exercise of banker's lien, setoff or counterclaim or otherwise, receive payment of a proportion of other event was to the aggregate amount of principal and interest owing with respect all Outstanding Credits outstanding (calculated without regard to the Note held by it which is greater than the proportion received by any other Bank payment in respect of any Outstanding Credits from the aggregate amount proceeds of all principal and interest owing with respect to the Note Collateral held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing any Lender's Cash Collateral Account) prior to such exercise of banker's lien, setoff or counterclaim or other Banksevent; provided, and however, that, if any such other purchase or purchases or adjustments shall be made, as may be required so that all such payments of principal and interest with respect made pursuant to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have 2.15 and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is giving rise thereto shall thereafter recovered from such purchasing Bankbe recovered, such purchase from such other Banks or purchases or adjustments shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to and the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest purchase price or other amount paid prices or payable by the purchasing Bank in respect of the total amount so recoveredadjustment restored without interest. The Borrower agrees, expressly consents to the fullest extent it may effectively do so under applicable law, foregoing arrangements and agrees that any holder of Lender holding a participation in a Note, whether or not acquired pursuant Outstanding Credits deemed to the foregoing arrangements, have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender by reason thereof as fully as if such holder Lender had made an Extension of a participation were a direct creditor of the Borrower Credit in the amount of such participationparticxxxxxxn.

Sharing of Setoffs. Each Bank of the Lender (including the Swing Line Lender) agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Loans held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note Loan held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes Loans held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Loans held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the NotesLoans, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender’s ratable share (according to the proportion of (x) the amount of such other Banks' Lender’s required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank Lender in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a NoteLoan, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal and interest owing with respect amount of its Loans prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving principal amount of all Loans outstanding prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , Table of Contents provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether or not Loan acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by exercising it or any of its banking Affiliates of a right of banker’s lien, setoff or counterclaim against the Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, receive obtain payment in respect of its Revolving Extensions of Credit as a proportion result of which the unpaid portion of its Revolving Extensions of Credit is proportionately less than the unpaid portion of the Revolving Extensions of Credit of any other Lender (other than with respect to any LC Exposure under clause (i) of the definition thereof) (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans or LC Exposure of such other Lender, so that the aggregate amount of principal each Lender’s Revolving Extensions of Credit and interest owing with respect its participation in Loans and LC Exposure of the other Lenders shall be in the same proportion to the Note held by it which is greater than the proportion received by any other Bank in respect of the aggregate unpaid principal amount of all principal and interest owing with respect Revolving Extensions of Credit then outstanding as the amount of its Revolving Extensions of Credit prior to the Note held by obtaining of such other Bank, payment was to the Bank receiving amount of all Revolving Extensions of Credit prior to the obtaining of such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and (b) such other adjustments shall be made, made from time to time as may be required so that all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by equitable to ensure that the Banks pro Lenders share such payment pro-rata; , provided that (i) nothing in this Section shall impair the right of if any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the non-pro-rata payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor otherwise set aside, such purchase from such other Banks of participations shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recoveredwithout interest). The Borrower expressly consents to the foregoing arrangements and agrees, to the fullest extent it may effectively do so under applicable permitted by law, that any holder of Lender holding (or deemed to be holding) a participation in a Note, whether Loan or not LC Exposure acquired pursuant to the foregoing arrangements, this Section or any of its banking Affiliates may exercise any and all rights of banker’s lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such participation Lender as fully as if such holder of a participation were a direct creditor of Lender was the Borrower original obligee thereon, in the amount of such participation.. The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower or a Guarantor pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it. 1006536826v43

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Notes held by it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing with respect to the Note Notes held by such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Banks owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bank, such purchase from such each other Banks Bank shall be rescinded and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Bank's ratable share (according to the proportion of (x) the amount of such other Banks' Bank's required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender shall, by exercising any right of setoff set-off or counterclaim or otherwise, receive obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements, Swingline Loans or Protective Advances resulting in such Lender receiving payment of a greater proportion of the aggregate amount of principal its Revolving Loans, participations in LC Disbursements, Swingline Loans and Protective Advances and accrued interest owing with respect to the Note held by it which is greater thereon then due than the proportion received by any other Bank in respect of Lender, then the aggregate amount of all principal and interest owing with respect to the Note held by such other Bank, the Bank Lender receiving such proportionately greater payment proportion shall purchase such (for cash at face value) participations in the Notes held by Revolving Loans and participations in LC Disbursements, Swingline Loans and Protective Advances of other Lenders to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required extent necessary so that the benefit of all such payments of principal and interest with respect to the Note held by the Bank owing to such other Banks shall be shared by the Banks pro rata; Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements, Swingline Loans and Protective Advances, provided that (i) nothing in this Section if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall impair be rescinded and the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise purchase price restored to the payment extent of indebtedness of the Borrower other than its indebtedness under the Notessuch recovery, without interest, and (ii) if all the provisions of this paragraph shall not be construed to apply to any payment made by the Company pursuant to and in accordance with the express terms of this Agreement or any portion payment obtained by a Lender as consideration for the assignment of such payment received by the purchasing Bank is thereafter recovered from such purchasing Bankor sale of a participation in any of its Loans, such purchase from such Commitments or participations in any LC Disbursements to any assignee or participant, other Banks shall be rescinded and such other Bank shall repay than to the purchasing Bank Company or any Subsidiary or other Affiliate thereof (as to which the purchase price provisions of such participation this paragraph shall apply). The Company consents to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower foregoing and agrees, to the fullest extent it may effectively do so under applicable law, that any holder of Lender acquiring a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, arrangements may exercise against the Company rights of setoff or set-off and counterclaim and other rights with respect to such participation as fully as if such holder of a participation Lender were a direct creditor of the Borrower Company in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing with respect to the Note Notes held by it which is greater than the proportion received by any other Bank Lender in respect of the aggregate amount of all principal and interest owing with respect to the Note Notes held by such other BankLender, the Bank Lender receiving such proportionately greater payment shall purchase such participations in the Notes held by the other Banks Lenders owing to such other BanksLenders, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note Notes held by the Bank Lenders owing to such other Banks Lenders shall be shared by the Banks Lenders pro rata; provided that (i) nothing in this Section shall impair the right of any Bank Lender to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, and (ii) if all or any portion of such payment received by the purchasing Bank Lender is thereafter recovered from such purchasing BankLender, such purchase from such each other Banks Lender shall be rescinded and such other Bank Lender shall repay to the purchasing Bank Lender the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' Lender's ratable share (according to the proportion of (x) the amount of such other Banks' Lender's required repayment to (y) the total amount so recovered from the purchasing BankLender) of any interest or other amount paid or payable by the purchasing Bank in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.the

Sharing of Setoffs. Each Bank agrees that if it shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest owing due with respect to the Note held by any Loan or Reimbursement Obligation owed to it which is greater than the proportion received by any other Bank in respect of the aggregate amount of all principal and interest owing due with respect to the Note held by any Loan or Reimbursement Obligation owed to such other Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Notes held by Loans and Reimbursement Obligations owed to the other Banks owing to such other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Note held by Loans and Reimbursement Obligations owed to the Bank owing to such other Banks shall be shared by the Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes, hereunder and (ii) if all or nothing in any portion of such payment Financing Documents shall require any Bank to share any payments and distributions received by the purchasing such Bank is thereafter recovered from if such purchasing Bank, such purchase from such other Banks shall be rescinded payments and such other Bank shall repay to the purchasing Bank the purchase price of such participation to the extent of such recovery together with an amount equal to such other Banks' ratable share (according to the proportion of (x) the amount of such other Banks' required repayment to (y) the total amount so recovered from the purchasing Bank) of any interest or other amount paid or payable by the purchasing Bank distributions were made in respect of the total amount so recovered. The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Note, whether or obligations (including without limitation Other Reimbursement Obligations and Other Mortgage/Lease Obligations) not acquired pursuant to the foregoing arrangements, may exercise rights of setoff or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of the Borrower in the amount of such participation.constituting