Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Loans is proportionately less than the unpaid portion or other Obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact, and (b) purchase (for cash at par (and shall be deemed to have thereupon purchasedface value) from such other Lender a participation participations in the Loans of and such other Lenderobligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective 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 amount 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 and amounts owing them; provided that: (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest); and (ii) the provisions of this Section 2.18 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or Commitments to any assignee or participant, other than to the Borrower or any of its Affiliates (as to which the provisions of this paragraph shall apply. Each of the Borrowers expressly The Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing owning by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersCompany, including, but not limited to, 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 and claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means obtain payment (voluntary or involuntary) in respect of its Loans the Notes held by it as a result of which the unpaid principal portion of its Loans is the Notes then due and payable to it shall be proportionately less than the unpaid principal portion of the Loans of Notes then due and payable to any other Lender (a) Bank, it shall promptly simultaneously purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank at face value a participation in the Loans of Notes held by such other LenderBank, 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 amount 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 and (b) such other adjustments shall be made from time to time as made, so that all such payments shall be equitable shared by the Banks ratably in proportion to ensure that the Lenders share such payment pro-rataamounts then due and payable to them; provided, provided however, that if any such non-pro-rata purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment is giving rise thereto shall thereafter recovered or otherwise set aside be recovered, such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustment restored without interest). Each of the Borrowers The Company expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan Note deemed to have been so purchased may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Company to such Lender Bank as fully as if such Lender held Bank had made a Note and was Loan directly to the original obligee thereon, Company in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersCompany, including, but not limited to, 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 and claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of its any Loan or Loans as a result of which the unpaid principal portion of its Loans is shall be proportionately less than the unpaid principal portion of the Loans of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank at face value a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each Lender's the Loans and its participation participations in Loans of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro-ratarecovered, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustment restored without interest). Each of the Borrowers The Company expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Company to such Lender Bank by reason thereof as fully as if such Lender held Bank had made a Note and was Loan directly to the original obligee thereon, Company in the amount of such participation.

Sharing of Setoffs. Each DIP Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowersany Loan 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 DIP Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the DIP Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside aside, such purchase of participations participation shall be rescinded (without interest). Each of the Borrowers Loan Party expressly consents to the foregoing arrangements and agrees that any DIP Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers such Borrower to such DIP Lender as fully as if such DIP Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowersBorrower, 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, law or otherwise, obtain payment in respect of its Loans of any Class as a result of which the unpaid portion of its Loans of such Class is proportionately less than the unpaid portion of the Loans of such Class of any other Lender Lender, (a) it such Lender shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such Class of such other Lender, so that the aggregate unpaid principal amount of each Lender's ’s Loans of such Class and its such Lender’s participation in Loans of such Class of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans of such Class then outstanding as the principal amount of its Loans of such Class prior to the obtaining of such payment was to the principal amount of all Loans of such Class outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside aside, such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, shall through the exercise of a right of banker's ’s lien, setoff setoff, or counterclaim against the BorrowersCompany (pursuant to Section 9.6 or otherwise), 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 and claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law, Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of its the Loans held by it (other than pursuant to Section 2.12, or Section 2.14) as a result of which the unpaid principal portion of its the Loans is held by it shall be proportionately less than the unpaid principal portion of the Loans of held by any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender Bank a participation in the Loans of held by such other LenderBank, so that the aggregate unpaid principal amount of each Lender's the Loans and its participation participations in Loans of the other Lenders pursuant to this Section 2.16 held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its the Loans held by it prior to the obtaining such exercise of such payment banker’s lien, setoff, or counterclaim was to the principal amount of all Loans outstanding prior to the obtaining such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro-ratarecovered, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustment restored without interest). Each of the Borrowers The Company expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff (in each casesetoff, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Company to such Lender Bank as fully as if such Lender held Bank had made a Note and was Loan directly to the original obligee thereon, Company in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Term Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Term Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact, and (b) purchase (for cash at par (face value) participations in the Term Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Term 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 amount 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 and amounts owing them; provided that, (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (without interestii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than Intermediate Holdings or any subsidiary thereof, unless permitted pursuant to Section 2.12(e), (as to which the provisions of this paragraph shall apply). Each of the Borrowers expressly Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each If any Term Lender agrees that if it shall, through the exercise of a by exercising any 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Term Loans is proportionately less than the unpaid portion or other Obligations hereunder resulting in such Term Lender receiving payment of a proportion of the aggregate amount of its Term Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Term Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact and (b) purchase (for cash at par (face value) participations in the Term Loans and such other obligations of the other Term Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Term Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Term 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 amount 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 and amounts owing them; provided that: (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest); and (ii) the provisions of this Section 2.12 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Term Lender as consideration for the assignment of or sale of a participation in any of its Term Loans or Term Loan Commitments. Each of Holdings and the Borrowers expressly consents Borrower each consent to the foregoing and agree, to the extent it may effectively do so under Applicable Law, that any Term Lender acquiring a participation pursuant to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Term Lender held were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment in respect of its Loans Obligations as a result of which the unpaid portion of the principal amount of its Loans Obligations is proportionately less than the unpaid portion of the Loans principal amount of the Obligations of any other Lender Lender: (a) it shall promptly purchase purchase, at par (and shall be deemed to have thereupon purchased) ), from such other Lender Lender, a participation in the Loans Obligations of such other Lender, so that the aggregate unpaid principal amount of each Lender's Loans Obligations and its participation in Loans Obligations of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans Obligations then outstanding as the principal amount of its Loans Obligations prior to the obtaining of such payment was to the principal amount of all Loans Obligations outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-pro rata; provided, provided that if any such non-pro-pro rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest)) and provided further that all references to "Obligations" in this Section shall mean all Obligations other than pursuant to Sections 2.14, 2.18, 8.6, 9.5 and 9.6 and any incremental Obligations arising pursuant to Section 2.15. Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan the unpaid principal amount of an Obligation may exercise any and all rights of banker's lien, setoff (subject, in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Lender, as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 and claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law, law or otherwise, obtain payment (voluntary or involuntary) in respect of its Loans a Note held by it as a result of which the unpaid principal portion of its Loans is the Notes held by it shall be proportionately less than the unpaid principal portion of the Loans of Notes held by any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Lender a participation in the Loans of Notes held by such other Lender, so that the aggregate unpaid principal amount of each Lender's Loans the Notes and its participation participations in Loans of the other Lenders Notes held by it shall be in the same proportion to the aggregate unpaid principal amount of all Loans Notes then outstanding as the principal amount of its Loans the Notes held by it prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim was to the principal amount of all Loans Notes outstanding prior to the obtaining such exercise of banker's lien, setoff or counterclaim; provided, however, that if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro-ratarecovered, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustments restored without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.agrees

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Revolving Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact, and (b) purchase (for cash at par (face value) participations in the Revolving Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Revolving 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 amount 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 and amounts owing them; provided that, (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (without interest)ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans to any assignee or participant, other than Intermediate Holdings or any subsidiary thereof. Each of the Borrowers expressly Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. (a) Each Lender Bank agrees that if it shallif, through the exercise of a right of banker's lien, setoff set-off or counterclaim against the Borrowersany Borrower or any other Loan Party, 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, obtain payment in respect of its Loans as a result of which the unpaid portion of its the Loans made by it is proportionately less than the unpaid portion of the Loans of made by any other Lender Bank (ai) it shall promptly simultaneously purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of made by such other LenderBank, so that the aggregate unpaid principal amount of each Lender's all Loans and its participation participations in Loans of the other Lenders made by each Bank shall be in the same proportion to the aggregate unpaid principal amount amounts of all Loans then outstanding as the principal amount of its such Loans made by it prior to the obtaining such exercise of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment banker's lien, set-off or counterclaim and (bii) such other adjustments shall be made from time to time as shall be equitable to ensure that all the Lenders Banks share such payment pro-pro rata; provided, provided however, that if any such non-pro-rata purchase or purchases shall be made pursuant to clause (i) above and the payment is thereafter recovered or otherwise set aside giving rise thereto shall be recovered, such purchase of participations or purchases shall be rescinded (to the extent of such recovery and the purchase price or prices restored without interest). Each . (b) If an Event of the Borrowers expressly consents Default shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time to the foregoing arrangements fullest extent permitted by law, to set-off and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of any Borrower or Holdings against any of and all the obligations of any Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of banker's lien, setoff each Bank under this Section 2.13(b) are in addition to other rights and remedies (in each case, subject to the same notice requirements as pertain to clause (ivincluding other rights of set-off) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to which such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationBank may have.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the The Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Loans, each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowersany Borrower, including, but not limited to, 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 and claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any category of its Loans as a result of which the unpaid principal portion of its such Loans is shall be proportionately less than the unpaid principal portion of the such Loans of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the such Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender's such Loans and its participation participations in such Loans of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all such Loans then outstanding as the principal amount of its such Loans of each Lender prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all such Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each caseor counterclaim or other event; provided, subject however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount extent of such participation.recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a Loan

Sharing of Setoffs. Each Lender of the Lenders agrees that (i) all Obligations of Borrower to each Lender under this Agreement and under the Revolving Credit Note rank pari passu in all respects with each other, and (ii) if it any Lender shall, through the exercise of a right of banker's lien, setoff or setoff, 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, obtain payment (whether from Borrower or otherwise) with respect to principal of or interest on Revolving Advances, which results in respect of its Loans as a result of which the unpaid portion of receiving more than its Loans is proportionately less than the unpaid portion pro rata share of the Loans of any other Revolving Advances, then (A) such Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such the other Lender Lenders a participation share in the Loans of such other Lender, their Revolving Advances so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans the Revolving Advances of the other all Lenders shall be in the same proportion equal to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount 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 their Commitment Percentage and (bB) such other adjustments shall be made from time to time as shall be equitable to ensure insure that the all Lenders share such payment pro-rata, provided that if payments ratably. If all or any portion of any such non-pro-rata excess payment is thereafter recovered or otherwise set aside such from the Lender which received the same, the purchase of participations provided in this Section 14.11 shall be deemed to have been rescinded (to the extent of such recovery, without interest). Each of the Borrowers Borrower expressly consents to the foregoing arrangements and agrees that any each Lender holding (or deemed to be holding) so purchasing a participation in a Loan portion of another Lender's Revolving Advances may exercise any and all rights of payment (including without limitation, all rights of setoff, banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (ivlien or counterclaim) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender portion as fully as if such Lender held a Note and was were the original obligee thereon, in the amount direct holder of such participationportion.

Sharing of Setoffs. Each (a) If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion of its Loans is proportionately less than the unpaid portion or interest on any of the Loans made by it, resulting in such Lender receiving payment of any other a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Agent of such fact, and (b) purchase (for cash at par (and shall be deemed to have thereupon purchasedface value) from such other Lender a participation participations in the Loans of the other Lenders, or make such other Lenderadjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rataamounts owing them, provided that that: (i) if any such nonparticipations or sub-proparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or sub-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest). Each ; and (ii) the provisions of this Section 3.05(a) shall not be construed to apply to (A) any payment made by or on behalf of the Borrowers expressly Borrower pursuant to and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee -24- or participant, other than an assignment to Borrower (as to which the provisions of this Section 3.05(a) shall apply). (b) The Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable Law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against the Borrower rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was direct creditor of the original obligee thereon, Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 thereupon 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-pro rata, ; provided that if any such non-pro-non pro rata payment is thereafter recovered or otherwise set aside aside; such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender held a Note and Bank was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it ------------------ shall, through the exercise of a by exercising any right of banker's lien, setoff set-off 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, obtain receive payment of a proportion of the aggregate amount of principal and interest due with respect to any Loan held by it which is greater than the proportion received by any other Bank in respect of its Loans as a result the aggregate amount of which the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of principal and interest due with respect to any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from Loan held by such other Lender a participation Bank, the Bank receiving such proportionately greater payment shall purchase such participations 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 held by the other Lenders shall be in Banks (to which purchase the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount 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 Company and (b) each other applicable Borrower hereby consents), and such other adjustments shall be made from time made, as may be required so that all such payments of principal and interest with respect to time as the Loans held by the Banks shall be equitable to ensure that shared by the Lenders share such payment pro-Banks pro rata, ; provided that if nothing in this Section shall -------- impair the right of any Bank to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such non-pro-rata exercise to the payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each indebtedness of the Borrowers expressly consents Company, any other Borrower or ABI other than its indebtedness hereunder. The Company, each other Borrower and ABI agree, to the foregoing arrangements and agrees fullest extent they may effectively do so under applicable law, that any Lender holding (or deemed to be holding) holder of a participation in a Loan granted in accordance with this Agreement or any holder of a participation in a Loan acquired pursuant to the arrangements described in this Section may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) set-off or counterclaim and other rights with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held holder of a Note and was participation were a direct creditor of the original obligee thereonapplicable Borrower, the Company or ABI, as the case may be, in the amount of such participation.

Sharing of Setoffs. Each Lender of the Banks agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower or any other Company, including, but not limited to, a secured claim under the Bankruptcy Code or other security or interest arising from, with respect to or in lieu of, of such secured claim and received by such Lender Bank under any applicable bankruptcy, insolvency or other similar lawLaw, or otherwise, otherwise obtain payment in respect of its Loans any obligation owing to such Bank 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 Banks (abased upon the respective Commitment of the Banks), (i) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Banks a participation in the Loans of such other LenderBanks, so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans of the other Lenders Banks' Loans shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to 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 (biii) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks share such payment pro-rataPRO RATA. Notwithstanding anything to the contrary contained herein, provided that if a Bank shall obtain payment under any circumstances contemplated herein while any Obligations shall remain outstanding, such non-pro-rata Bank shall promptly turn over such payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each to Agent for distribution to the Banks on account of the Borrowers Obligations as provided herein. Borrower and the Companies expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank or Banks holding (or deemed to be holding) a participation in a Loan any of the Loans or other Obligations may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys monies owing by the Borrowers Borrower or any other Company to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationBank.

Sharing of Setoffs. Each Lender severally agrees that if it shallit, through the exercise of a any right of setoff, banker's lien, setoff ’s lien or counterclaim against the Borrowers, including, but not limited to, a secured claim or other security or interest arising fromBorrower, or otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in lieu ofpayment of the Obligations held by that Lender (in each case, such secured claim other than (x) payment made by or on behalf of Borrower pursuant to and received in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.11 or (z) any payment obtained by such a Lender under as consideration for the assignment of or sale of a participation in any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as a result of to which the unpaid portion provisions of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender this Section shall apply), then, subject to applicable Laws: (a) it the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall promptly purchase at par (purchase, and shall be deemed to have thereupon simultaneously purchased) , from such each of the other Lender Lenders a participation in the Loans of such Obligations held by the other Lender, Lenders and shall pay to the other Lenders a purchase price in an amount so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans share of the other Lenders Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans that existed prior to the obtaining exercise of such payment was to the principal amount right of all Loans outstanding prior to the obtaining setoff, banker’s lien or counterclaim or receipt of such payment payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share such any payment pro-rataobtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that that, if all or any such non-pro-rata portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or otherwise set aside such any Person claiming through or succeeding to the rights of Borrower, the purchase of participations a participation shall be rescinded (and the purchase price thereof shall be restored to the extent of the recovery, but without interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Borrowers Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) ’s lien or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such the Lender held a Note and was were the original obligee thereon, in owner of the amount of such participationObligation purchased.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, including, but not limited to, 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 and claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of its any Loan or Loans as a result of which the unpaid principal portion of its Loans is shall be proportionately less than the unpaid principal portion of the Loans of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each Lender's the Loans and its participation participations in Loans of the other Lenders held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding out standing as the principal amount of its Loans prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Loans outstanding prior to the obtaining such exercise of banker's lien, setoff or counter- claim or other event; provided, however, that, if any such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro-ratarecovered, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustment restored without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank by reason thereof as fully as if such Lender held Bank had made a Note and was Loan directly to the original obligee thereon, Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowerscounterclaim, including, but not limited to, 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 and claim, received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of its Loans any Advance or Advances as a result of which the unpaid principal portion of its Loans is Advances shall be proportionately less than the unpaid principal portion of the Loans Advances of any other Lender (a) Bank, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender Bank at face value, and shall promptly pay to such other Bank the purchase price for, a participation in the Loans Advances of such other LenderBank, so that the aggregate unpaid principal amount of each Lender's Loans the Advances and its participation in Loans of the other Lenders Advances held by each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans Advances prior to the obtaining such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other purchase or purchases or adjustments shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that the Lenders share such payment pro-ratarecovered, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations or purchases or adjustments shall be rescinded (to the extent of such recovery and the purchase price or prices or adjustment restored without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender Any Bank holding (or deemed to be holding) a participation in a Loan an Advance deemed to have been so purchased may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender Bank by reason there of as fully as if such Lender held a Note and was the original obligee thereon, Bank had made an Advance in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the 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, law or otherwise, obtain payment 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 Lender, (a) it such Lender shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender's ’s Loans and its such Lender’s 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside aside, such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Revolving Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact and (b) purchase (for cash at par (face value) participations in the Revolving Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Revolving 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 amount 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 and amounts owing them; provided that: (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.14 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each of the Borrowers expressly The Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against the Borrower rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was direct creditor of the original obligee thereon, Borrower in the amount of such participation.

Sharing of Setoffs. (a) Each Lender Bank agrees that if it shallif, through the exercise of a right of banker's lien, setoff set-off or counterclaim against the BorrowersBorrower, 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, obtain payment in respect of its Loans as a result of which the unpaid portion of its the Loans made by it is proportionately less than the unpaid portion of the Loans of made by any other Lender Bank (ai) it shall promptly simultaneously purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of made by such other LenderBank, so that the aggregate unpaid principal amount of each Lender's all Loans and its participation participations in Loans of the other Lenders made by each Bank shall be in the same proportion to the aggregate unpaid principal amount amounts of all Loans then outstanding as the principal amount of its such Loans made by it prior to the obtaining such exercise of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment banker's lien, set-off or counterclaim and (bii) such other adjustments shall be made from time to time as shall be equitable to ensure that all the Lenders Banks share such payment pro-pro rata; provided, provided however, that if any such non-pro-rata purchase or purchases shall be made pursuant to clause (i) above and the payment is thereafter recovered or otherwise set aside giving rise thereto shall be recovered, such purchase of participations or purchases shall be rescinded (to the extent of such recovery and the purchase price or prices restored without interest). Each . (b) If an Event of the Borrowers expressly consents Default shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time to the foregoing arrangements fullest extent permitted by law, to set-off and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of banker's lien, setoff each Bank under this Section 2.16(b) are in addition to other rights and remedies (in each case, subject to the same notice requirements as pertain to clause (ivincluding other rights of set-off) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to which such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationBank may have.

Sharing of Setoffs. Each With respect to the Common Collateral, each Lender agrees that if it shall, through the exercise of a right of banker's ’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 lawBorrower, or otherwise, obtain payment in respect of its Loans Advances as a result of which the unpaid portion of its Loans Advances is proportionately less than the unpaid portion of the Loans Advances 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 outstanding Advances of such other Lender, so that the aggregate unpaid principal amount of each Lender's Loans ’s Advances and its participation in Loans Advances of the other Lenders Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans Advances then outstanding as the principal amount of its Loans Advances prior to the obtaining of such payment was to the principal amount of all Loans Advances outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the The Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding (or deemed to be holding) a participation in a Loan Advance may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause one (iv1) of the remedial provisions of Section 7.1Business Day notice) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such -------- non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the ----------- Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff set-off 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, obtain payment in respect of its Loans as a result of which the unpaid portion any principal of, or interest on, any of its Term Loans is proportionately less resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans and accrued interest thereon than the unpaid portion of the Loans of proportion received by 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 then Lender receiving such greater proportion shall purchase (for cash at face value) participations in the aggregate unpaid principal amount of each Lender's Loans and its participation in Term Loans of the other Lenders to the extent necessary so that the benefit of all such payments shall be shared by Lenders ratably in accordance with the same proportion to the aggregate unpaid principal amount Term Loan Applicable Percentage of all Loans then outstanding as the principal amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, each Lender; provided that (i) if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest), and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant. Each of the Borrowers expressly The Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against the Borrower rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or set-off and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was direct creditor of the original obligee thereon, Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower or any 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower and each Guarantor expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note Loan and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.. xl

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note promissory note and was the original xxxxxxal obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of bankerLender's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation an interest in a Loan may exercise any and all rights of bankerLender's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationinterest.

Sharing of Setoffs. Each Lender agrees The Facility Parties hereby agree among themselves that if it shallif, so long as a Facility Event of Default is in effect, any Facility Party shall receive any amount on account of the Obligations through the exercise of a set-off, bankers' lien or similar right against any accounts maintained by the Borrower with such Facility Party, then the Facility Party receiving such payment shall notify the Collateral Agent of banker's liensuch receipt, setoff or counterclaim against and equitable adjustment will be made in the Borrowersmanner stated in this Section 2.06(d) so that, includingin effect, but not limited to, a secured claim or other security or interest arising from, or in lieu of, all such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans as a result of which the unpaid portion of its Loans is proportionately less than the unpaid portion amounts will be shared among all of the Loans of any other Lender Secured Parties as if they had been deposited in the Shared Collateral Account. The Facility Party receiving such amount shall purchase (a) which it shall promptly purchase at par (and shall be deemed to have thereupon purchaseddone simultaneously upon the receipt of such amount) for cash from such the other Lender Facility Parties a participation in the Loans applicable Obligations owed to such other Facility Parties in such amount as shall result in a sharing by all Facility Parties 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 proportions in which they would have been entitled to receive the same proportion had such amount been deposited in the Shared Collateral Account and distributed to the aggregate unpaid principal amount Secured Parties in accordance with the terms of this Agreement. If all Loans then outstanding as the principal amount of its Loans prior to the obtaining or any portion of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside from the Facility Party making such purchase, such purchase of participations shall be rescinded (without interest). Each of and the Borrowers expressly consents purchase price restored to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount extent of such participation.recovery, together with interest or other amounts, if any, required by Law to be

Sharing of Setoffs. Each Lender agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any ----------- and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender severally agrees that if it shallit, through the exercise of a any right of setoff, banker's lien, setoff ’s lien or counterclaim against the Borrowers, including, but not limited to, a secured claim or other security or interest arising fromBorrower, or otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in lieu ofpayment of the Obligations held by that Lender (in each case, such secured claim other than (x) payment made by or on behalf of Borrower pursuant to and received in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of cash collateral provided for in Section 2.11 or (z) any payment obtained by such a Lender under as consideration for the assignment of or sale of a participation in any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as a result of to which the unpaid portion provisions of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender this Section shall apply), then, subject to applicable Laws: (a) it the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall promptly purchase at par (purchase, and shall be deemed to have thereupon simultaneously purchased) , from such each of the other Lender Lenders a participation in the Loans of such Obligations held by the other Lender, Lenders and shall pay to the other Lenders a purchase price in an amount so that the aggregate unpaid principal amount of each Lender's Loans and its participation in Loans share of the other Lenders Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans that existed prior to the obtaining exercise of such payment was to the principal amount right of all Loans outstanding prior to the obtaining setoff, banker’s lien or counterclaim or receipt of such payment payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share such any payment pro-rataobtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that that, if all or any such non-pro-rata portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or otherwise set aside such any Person claiming through or succeeding to the rights of Borrower, the purchase of participations a participation shall be rescinded (and the purchase price thereof shall be restored to the extent of the recovery, but without interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Borrowers Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) ’s lien or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such the Lender held a Note and was were the original obligee thereon, in owner of the amount of such participationObligation purchased.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise ------------------ of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans (other than Competitive Loans unless an Event of Default shall have occurred and be continuing) 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is -------- thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or ----------- ----------- counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 (ai) 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 amount 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 and (bii) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-pro rata, ; provided that if any such non-pro-pro rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the The Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.111.3) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through ------------------ the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’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, obtain payment 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 ’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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing foregoing-arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. (a) Each Lender Bank agrees that if it shallif, through the exercise of a right of banker's lien, setoff set-off or counterclaim against the BorrowersBorrower or any other Loan Party, 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, obtain payment in respect of its Loans as a result of which the unpaid portion of its the Loans made by it is proportionately less than the unpaid portion of the Loans of made by any other Lender Bank (ai) it shall promptly simultaneously purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of made by such other LenderBank, so that the aggregate unpaid principal amount of each Lender's all Loans and its participation participations in Loans of the other Lenders made by each Bank shall be in the same proportion to the aggregate unpaid principal amount amounts of all Loans then outstanding as the principal amount of its such Loans made by it prior to the obtaining such exercise of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment banker's lien, set-off or counterclaim and (bii) such other adjustments shall be made from time to time as shall be equitable to ensure that all the Lenders Banks share such payment pro-pro rata; provided, provided however, that if any such non-pro-rata purchase or purchases shall be made pursuant to clause (i) above and the payment is thereafter recovered or otherwise set aside giving rise thereto shall be recovered, such purchase of participations or purchases shall be rescinded (to the extent of such recovery and the purchase price or prices restored without interest). Each . (b) If an Event of the Borrowers expressly consents Default shall have occurred and be continuing, each Bank is hereby authorized at any time and from time to time to the foregoing arrangements fullest extent permitted by law, to set-off and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Bank to or for the credit or the account of the Borrower or Holdings against any of and all the obligations of the Borrower now or hereafter existing under this Agreement and other Loan Documents held by such Bank, irrespective of whether or not such Bank shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of banker's lien, setoff each Bank under this Section 2.13(b) are in addition to other rights and remedies (in each case, subject to the same notice requirements as pertain to clause (ivincluding other rights of set-off) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to which such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationBank may have.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's Xxxxxx’s lien, setoff or counterclaim against the BorrowersBorrower, 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, obtain payment 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 ’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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation an interest in a Loan may exercise any and all rights of banker's Xxxxxx’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationinterest.

Sharing of Setoffs. Each Lender agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the 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, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the 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 lawBorrower, or otherwise, obtain payment 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 amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender as fully as if such Lender held a Note and was were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Revolving Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact and (b) purchase (for cash at par (face value) participations in the Revolving Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Revolving 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 amount 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 and amounts owing them; provided that: (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest; and (ii) the provisions of this Section 2.14 shall not be construed to apply to (x) any payment made by a Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant, other than to a Borrower or any Subsidiary thereof (as to which the provisions of this paragraph shall apply). Each of the Borrowers expressly Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against such Borrower rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was the original obligee thereon, direct creditor of such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Lender Bank a participation in the Loans of such other LenderBank, so that the aggregate unpaid principal amount of each LenderBank's Loans and its participation in Loans of the other Lenders Banks shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders Banks 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). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.17.01) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender Bank as fully as if such Lender held a Note and Bank was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowersBorrower, including, but not limited to, 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 and claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwiseby any other means, obtain payment payment, voluntary or involuntary, 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) Loan, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Loans Loan or Loans, as the case may be, of such other Lender, so that the aggregate unpaid principal amount benefit of each Lender's Loans and its participation in Loans of the other Lenders all such payments shall be shared by the Lenders ratably in the same proportion to accordance with the aggregate unpaid principal amount of all Loans then outstanding as the principal amount 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 and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rataLoans; PROVIDED, provided HOWEVER, that if any such non-pro-rata participations are purchased pursuant to this Section and the payment is giving rise thereto shall thereafter recovered or otherwise set aside be recovered, such purchase of participations shall be rescinded (to the extent of such recovery and the purchase price restored without interest). Each of the Borrowers The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrowers Borrower to such Lender by reason of such participation as fully as if such Lender held had made a Note and was Loan directly to the original obligee thereon, Borrower in the amount of such participation.

Sharing of Setoffs. Each If any Lender agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the 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, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Term Loans is proportionately less than the unpaid portion or other Obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Term Loans of any and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact and (b) purchase (for cash at par (face value) participations in the Term Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lenderequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Lender's principal of and accrued interest on their respective Term 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 amount 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 and amounts owing them; provided that: (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded (and the purchase price restored to the extent of such recovery, without interest); and (ii) the provisions of this Section 2.12 shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans or Term Loan Commitments. Each of the Borrowers expressly The Borrower consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under Applicable Law, that any Lender holding (or deemed to be holding) acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or and counterclaim with respect to any and all moneys owing by the Borrowers to such Lender participation as fully as if such Lender held were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowerscounterclaim, including, but not limited to, 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 and claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law, law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of its any Standby Loan or Loans as a result of which the unpaid principal portion of its Standby Loans is shall be proportionately less than the unpaid principal portion of the Standby Loans of any other Lender (a) Lender, it shall promptly purchase at par (and shall be deemed simultaneously to have thereupon purchased) purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the Standby Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender's the Standby Loans and its participation participations in the Standby Loans of the other Lenders held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Standby Loans then outstanding as the principal amount of its Standby Loans prior to the obtaining such exercise of such payment banker's lien, setoff or counterclaim or other event was to the principal amount of all Standby Loans outstanding prior to the obtaining of such payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to or other event; PROVIDED, HOWEVER, that, if any and all moneys owing by the Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.purchase or purchases or