Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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any such non-pro-rata payment is thereafter recovered or otherwise set aside such purchase of participations shall be rescinded (without interest).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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. (a) Each Bank U.S. Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the U.S. Loan Parties and the Canadian 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 Bank U.S. Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its U.S. Loans as a result of which the unpaid portion of its U.S. Loans is proportionately less than the unpaid portion of the U.S. Loans of any other Bank U.S. Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank U.S. Lender a participation in the U.S. Loans of such other BankU.S. Lender, so that the aggregate unpaid principal amount of each Bank's U.S. Lender’s U.S. Loans and its participation in U.S. Loans of the other Banks U.S. Lenders shall be in the same proportion to the aggregate unpaid principal amount of all U.S. Loans then outstanding as the principal amount of its U.S. Loans prior to the obtaining of such payment was to the principal amount of all U.S. 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 Banks U.S. 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 U.S. Loan Parties expressly consents to the foregoing arrangements and agrees that any Bank U.S. Lender holding (or deemed to be holding) a participation in a U.S. 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 U.S. Loan Parties to such Bank U.S. Lender as fully as if such Bank U.S. Lender held a Note promissory note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Term Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Term Loans of any and accrued interest thereon or other Bank such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact, and (b) purchase (for cash at par (face value) participations in the Term Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bankequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Bank's principal of and accrued interest on their respective Term Loans and its participation in Loans of the other 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 amounts owing them; provided that, (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Banks share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (without interestii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant, other than Intermediate Holdings or any subsidiary thereof, unless permitted pursuant to Section 2.12(e), (as to which the provisions of this paragraph shall apply). The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Bank holding (or deemed to be holding) Lender acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or and counterclaim with respect to any and all moneys owing by the Borrower to such Bank participation as fully as if such Bank held Lender were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 Bank 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 of the Loans of proportion received by any other Bank (a) it shall promptly purchase at par (in respect of the aggregate amount of claims in respect of Letter of Credit Disbursements and shall be deemed principal and interest due with respect to have thereupon purchased) from such other Bank a participation in the Loans of any Note held by such other Bank, so that the aggregate unpaid principal amount Bank receiving such proportionately greater payment shall purchase such participations in the claims in respect of each Bank's Loans Letter of Credit Disbursements and its participation in Loans of Notes held by the other 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 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 Banks share such payment pro-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 Bank 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 Bank participation as fully as if such Bank 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 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 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 Bank (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) simultaneously purchased from such other Bank a participation in the Loans of held by such other Bank, so that the aggregate unpaid principal amount of each Bank's the Loans and its participation participations in Loans of the other Banks 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 Banks 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 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 Bank as fully as if such Bank held had made a Note and was Loan directly to the original obligee thereon, Company in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) Bank, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank at face value a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's the Loans and its participation participations in Loans of the other Banks 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 Banks 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 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 Bank by reason thereof as fully as if such Bank held had made a Note and was Loan directly to the original obligee thereon, Company in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender, (a) it such Lender shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each Bank's Lender’s Loans and its such Lender’s participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note promissory note and was the original xxxxxxal obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.. xl

Sharing of Setoffs. Each Bank 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 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank held a Note and was Lender were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 Bank 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in payment due under any Loan Document, under the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 Banks 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 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 of the Borrower to such Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount Letters of such participationCredit.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (ai) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank held a Note and Lender was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each Bank's Lender’s Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans outstanding Advances of such other BankLender, so that the aggregate unpaid principal amount of each Bank's Loans Lender’s Advances and its participation in Loans Advances of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank held a Note and was Lender were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank agrees that if it If any Lender 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 Bank under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans as a result any principal of which the unpaid portion or interest on any of its Revolving Loans is proportionately less than the unpaid portion or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Revolving Loans of any and accrued interest thereon or other Bank such obligations greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) it shall promptly notify the Administrative Agent of such fact, and (b) purchase (for cash at par (face value) participations in the Revolving Loans and such other obligations of the other Lenders, or make such other adjustments as shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bankequitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate unpaid principal amount of each Bank's principal of and accrued interest on their respective Revolving Loans and its participation in Loans of the other 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 amounts owing them; provided that, (bi) such other adjustments shall be made from time to time as shall be equitable to ensure that the Banks share such payment pro-rata, provided that if any such non-pro-rata participations are purchased and all or any portion of the payment giving rise thereto is thereafter recovered or otherwise set aside recovered, such purchase of participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest and (without interest)ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement, or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Revolving Loans to any assignee or participant, other than Intermediate Holdings or any subsidiary thereof. The Borrower expressly Each Loan Party consents to the foregoing arrangements and agrees agrees, to the extent it may effectively do so under applicable law, that any Bank holding (or deemed to be holding) Lender acquiring a participation in a Loan pursuant to the foregoing arrangements may exercise any and all against each Loan Party rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or and counterclaim with respect to any and all moneys owing by the Borrower to such Bank participation as fully as if such Bank held Lender were a Note and was the original obligee thereon, direct creditor of each Loan Party in the amount of such participation.

Sharing of Setoffs. Each Bank Lender agrees that that, except to the extent this Agreement expressly provides for payments to be allocated to a particular Lender, if it shall, through the exercise either by 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each Bank's Lender’s Loans and its participation in Loans of the other Banks 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 Banks 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 Bank holding (payment obtained by any Lender 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participationit.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Revolving Advances, then (aA) it shall promptly purchase at par (and such Lender shall be deemed to have thereupon purchased) simultaneously purchased from such the other Bank Lenders a participation share in the Loans of such other Bank, their Revolving Advances so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans the Revolving Advances of the other Banks 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 Banks 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 Bank holding (or deemed to be holding) each Lender 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 Bank portion as fully as if such Bank held a Note and was Lender were the original obligee thereon, in the amount direct holder of such participationportion.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Bank 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 Bank 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 Bank Lender (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank Lender a participation in the Loans of such other BankLender, so that the aggregate unpaid principal amount of each BankLender's Loans and its participation in Loans of the other Banks 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 Banks 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 Bank 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 Bank Lender as fully as if such Bank Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each 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 Bank 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of Loan held by such other Bank, so that the aggregate unpaid principal amount of each Bank's Bank receiving such proportionately greater payment shall purchase such participations in the Loans and its participation in Loans of held by the other Banks shall be in (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 Banks share such payment pro-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 Bank 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 Bank participation as fully as if such Bank 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 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 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 Bank (a) it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from such other Bank a participation in the Loans of such other Bank, so that the aggregate unpaid principal amount of each Bank's Loans and its participation in Loans of the other 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 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 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 Bank as fully as if such Bank held a Note Loan and was the original obligee thereon, in the amount of such participation.