Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, 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any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 BorrowerBorrowers, 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). The Borrower 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 7.017.1) or counterclaim with respect to any and all moneys owing by the Borrower 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing owning by the 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 BorrowerCompany (pursuant to Section 9.6 or otherwise), including, but not limited to, a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 by exercising any right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain receive payment of a proportion of the aggregate amount of its claims in respect of its Loans as a result Letter of Credit Disbursements and principal and interest due with respect to any Note held by it which the unpaid portion of its Loans is proportionately less greater than the unpaid portion proportion received by any other Bank in respect of the Loans aggregate amount of claims in respect of Letter of Credit Disbursements and 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 Note held by such other Lender a participation Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans claims in respect of such other Lender, so that the aggregate unpaid principal amount Letter of each Lender's Loans Credit Disbursements and its participation in Loans of Notes held by 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 Banks, and (b) such other adjustments shall be made from time made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to time as the Notes 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 setoff 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)indebtedness of the Borrower other than its indebtedness under the Loan Documents. The Borrower expressly consents agrees, to the foregoing arrangements and agrees fullest extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) holder of a participation in a Loan claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim and other rights with respect to any and all moneys owing by the Borrower 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 thereon, Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that that, if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borroweror otherwise, including, but not limited to, receive payment of a secured claim under Section 506 proportion of the Bankruptcy Code or other security or aggregate amount of principal and interest arising from, or in lieu of, such secured claim and due with respect to any of its Loans which is greater than the proportion received by any other Bank in respect of the aggregate amount of principal and interest due with respect to any Loan made by such Lender other Bank (other than disproportionate payments to any Bank provided for by this Agreement), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans made by the other Banks, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans made by the Banks shall be shared by the Banks pro rata; provided that nothing in this Section shall impair the right of any Bank to exercise any right of setoff or counterclaim it may have and to apply the amount recovered thereby to the payment of indebtedness of the relevant Borrower other than its indebtedness under the Loans. If under any applicable bankruptcy, insolvency or other similar law, or otherwiseany Bank receives a secured claim in lieu of a setoff to which this Section applies, obtain payment such Bank shall, to the extent practicable, exercise its rights in respect of its Loans as such secured claim in a result of which manner consistent with the unpaid portion of its Loans is proportionately less than the unpaid portion rights of the Loans Banks entitled under this Section to share in the benefits of any other Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from recovery on such other Lender a participation in the Loans of such other Lendersecured claim. Each Borrower agrees, 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-ratafullest extent it may effectively do so under applicable law, provided that if any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) Bank which is a holder of a participation in a Loan of such Borrower, whether or not acquired pursuant to the foregoing arrangements, may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such Lender participation as fully as if such Lender held holder of a Note and was the original obligee thereon, participation were a 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.017.1) or counterclaim with respect to any and all moneys owing by the 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 BorrowerCompany, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 BorrowerCompany, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 Lender Bank agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 DIP Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowerany 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). The Borrower Each 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 7.01) or counterclaim with respect to any and all moneys owing by the 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. (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 Borrowerany Borrower or any other 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 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). The Borrower expressly consents . (b) If an Event of 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 BorrowerBorrowers, 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). The Borrower 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 7.017.1) or counterclaim with respect to any and all moneys owing by the Borrower 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Lender Bank agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain receive payment of a proportion of the aggregate amount of its claims in respect of its Loans as a result Letter of Credit Disbursements and principal and interest due with respect to any Note held by it which the unpaid portion of its Loans is proportionately less greater than the unpaid portion proportion received by any other Bank in respect of the Loans aggregate amount of claims in respect of Letter of Credit Disbursements and 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 Note held by such other Lender a participation Bank, the Bank receiving such proportionately greater payment shall purchase such participations in the Loans claims in respect of such other Lender, so that the aggregate unpaid principal amount Letter of each Lender's Loans Credit Disbursements and its participation in Loans of Notes held by 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 Banks, and (b) such other adjustments shall be made from time made, as may be required so that all such payments of claims in respect of Letter of Credit Disbursements and of principal and interest with respect to time as the Notes 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 setoff or counterclaim it may have and to apply the amount subject to such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest). The Borrower expressly consents exercise to the foregoing arrangements and agrees payment of indebtedness of a Borrower other than its indebtedness under the Loan Documents. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any Lender holding (or deemed to be holding) holder of a participation in a Loan claim in respect of a Letter of Credit Disbursement or in a Note, whether or not acquired pursuant to the foregoing arrangements, may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim and other rights with respect to any and all moneys owing by the Borrower 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 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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 of indebtedness of the Company, any other Borrower or otherwise set aside such purchase of participations shall be rescinded (without interest)ABI other than its indebtedness hereunder. The Company, each other Borrower expressly consents 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 7.01) set-off or counterclaim and other rights with respect to any and all moneys owing by the Borrower 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 agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of 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). 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 7.017.1) or counterclaim with respect to any and all moneys owing by the 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Bank agrees that if it shall, through ------------------ the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Borrower hereby grants to Agent, the Issuing Bank and each Bank the right of setoff, to secure repayment of the Obligations, upon any and all monies, securities or other Property of Borrower and its Subsidiaries and the proceeds therefrom, now or hereafter held or received by or in transit to Agent, the Issuing Bank or any Bank or any of their respective agents, from or for the account of Borrower and its Subsidiaries, whether for safekeeping, custody, pledge, transmission, collection or otherwise, and also upon any and all deposits (general or special, but excluding trust or escrow accounts or deposits) and credits of Borrower and its Subsidiaries, and any and all claims of Borrower or any of its Subsidiaries against Agent, the Issuing Bank or any Bank at any time existing. In connection with any setoff, counterclaim or similar action by any Bank, such Bank agrees that if it shall comply with, and otherwise be bound by, the provisions of Section 2.13. Borrower, the Agent, the Issuing Bank and each Bank agree that any Person purchasing a participation from a Bank pursuant to Section 10.7(b) shall, through to the exercise fullest extent permitted by Law and if provided in the participation agreement between the Bank and the participant, have all of the obligations of a Bank pursuant to the terms of this Section 10.5. Without limiting any Bank's right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect the Agent shall have the right to charge any account of its Loans as a result of which Borrower maintained with Agent for the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans amount 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 payment due under any Loan Document, under 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 Notes or otherwise set aside such purchase of participations shall be rescinded (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by of the Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount Letters of such participationCredit.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and 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). The Borrower 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 7.0111.3) or counterclaim with respect to any and all moneys owing by the Borrower 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 ’s lien, setoff or counterclaim against the BorrowerBorrowers, 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). The Borrower 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 7.017.1) or counterclaim with respect to any and all moneys owing by the Borrower 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 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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). The 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 Lender agrees that if it shall, ------------------ through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, 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). The Borrower 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 7.017.1) or ----------- ----------- counterclaim with respect to any and all moneys owing by the Borrower 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 Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.017.1) or counterclaim with respect to any and all moneys owing by the 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 right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Borrower, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowercounterclaim, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim and claim, received by such Lender 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 BorrowerBorrowers, 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, 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 BorrowerBorrowers, 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). The Borrower 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 7.017.1) or counterclaim with respect to any ----------- and all moneys owing by the Borrower 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 that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by it or any of its banking Affiliates of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender (or any of its banking Affiliates) under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans 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-pro rata, ; provided that if any such non-pro-rata non‑pro‑rata payment is thereafter recovered or otherwise set aside aside, such purchase of participations shall be rescinded (without interest). The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrower expressly consents or a Guarantor pursuant to and in accordance with the foregoing arrangements and agrees that express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender holding (as consideration for the assignment or deemed to be holding) sale of a participation in a Loan may exercise any and all rights of banker's lien, setoff (in each case, subject its Loans or other Obligations owed to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participationit.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, 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). The Borrower 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 Lender agrees that if it shall, through the exercise of a right of bankerLender's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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 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 any Borrower, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, 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). The Borrower 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 7.01Business Day notice) or counterclaim with respect to any and all moneys owing by the Borrower 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. (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 BorrowerBorrower or any other 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 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). The Borrower expressly consents . (b) If an Event of 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 7.01) or counterclaim with respect to any and all moneys owing by the Borrower 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 BorrowerBorrower 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). 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 7.01) or counterclaim with respect to any and all moneys owing by the 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.