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 or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances as a result of which its funded Commitment shall be proportionately less than the funded Commitment of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of such other Lender so that the aggregate funded Commitment of each Lender shall be in the same proportion to the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Upon the occurrence and during the continuance of an Event of Default, the holder of any Note shall have the right, in addition to and not in limitation of any right that any such holder may have under applicable law or otherwise, to setoff against the unpaid balance of any Note or Notes or participations therein held by it any debt owing to the Borrowers or any of them by such holder, including, without limitation, any funds in any deposit account maintained by the Borrowers or any of them with such holder, and nothing in this Agreement shall be deemed any waiver or prohibition of any Bank's right of banker's lien or setoff. Each Lender holder of a Note agrees that if it shall, through the exercise of a right of banker's lien, setoff or setoff, counterclaim or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of a proportion of any Advance Notes held by it in excess of the proportion of the Notes of the other holders of the Notes being paid simultaneously or Advances as a result of which its funded Commitment shall required hereby to be proportionately less than the funded Commitment of any other Lenderpaid proportionately, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, holders a participation in the funded Commitment of Notes held by such other Lender holders so that the aggregate funded Commitment unpaid principal amount of each Lender shall be in the same proportion to the aggregate funded Commitments all Notes then outstanding as its funded Commitment the principal amount of such note held by it prior to such exercise of banker's lien, setoff or counterclaim or receipt of other event payment was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or receipt of other event; providedpayment, however, that, if any and it shall promptly remit to each such purchase or purchases or adjustments shall be made pursuant holder the amount of the participation thus deemed to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded have been purchased. Each Borrower expressly consents to the extent foregoing arrangement and agrees that any holder of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been Note so purchased acquired may exercise any and all rights of banker's lien, setoff setoff, counterclaim or counterclaim otherwise with respect to any and all moneys owing by such holder to such Lender by reason thereof Borrower as fully as if such Xxxxxx had made an Advance holder were a holder of a Note in the amount of such participation. If all or any portion of any such excess payment is thereafter recovered from the holder that received the same, the purchase provided for herein shall be deemed to have been rescinded to the extent of such recovery, without interest. Each holder of a Note agrees to give prompt written notice to the Borrowers expressly consent of any setoff made pursuant to the foregoing arrangementthis Section 10.18.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to against the Borrowers, including, but not limited to, a secured claim under Section 506 ss.506 of Title 11 of the Federal Bankruptcy U.S. Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Debtor Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances a Note held by it as a result of which its funded Commitment the unpaid principal portion of the Notes held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Notes held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Notes held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender the Notes and participations in Notes held by it shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Notes held by it prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if counterclaim. If any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any The Borrowers expressly consent to -45- the foregoing arrangements and agree that any Lender holding a participation in a funded Commitment Note deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender held a Note in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the Federal United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Loans as a result of which the unpaid principal portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Loans and participations in the Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as the principal amount of its funded Commitment Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim or pursuant to a secured claim under Section 506 of against the Federal Bankruptcy Code or other security or interest arising fromBorrower, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Loan or Advances Loans as a result of which the unpaid principal portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as the principal amount of its funded Commitment Loans prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Loans outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

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, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Loan as a result of which the unpaid principal portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Loans, and participations in Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as the principal amount of its funded Commitment Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a an interest and participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to against the Borrower, including, but not limited to, a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances its Loans as a result of which the unpaid portion of its funded Commitment shall be Loans is proportionately less than the funded Commitment unpaid portion of the Loans of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously thereupon to have 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 funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender Lender's Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding its Loans prior to the obtaining of such exercise of banker's lien, setoff or counterclaim or payment and (b) such other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant from time to this Section 7.3 and time as shall be equitable to ensure that the Lenders share such payment giving rise thereto shall pro rata; provided that if any such non pro rata payment is thereafter be recovered, recovered or otherwise set aside; such purchase or purchases or adjustments of participations shall be rescinded (without interest). The Borrower expressly consents to the extent of such recovery foregoing arrangements and the purchase price or prices or adjustment restored without interest. Any agrees that any Lender holding (or deemed to be holding) a participation in a funded Commitment deemed to have been so purchased Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender held a Note and was the original obligee thereon, in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowers, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Obligation as a result of which the unpaid portion of its funded Commitment Obligations shall be proportionately less than the funded Commitment unpaid portion of the Obligations of any other Lender, it shall be deemed simultaneously to have purchased purchase from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, value a participation in the funded Commitment Obligations of such other Lender Lender, so that the aggregate funded Commitment unpaid amount of the Obligations and such participations in Obligations held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid amount of all Obligations then outstanding as the amount of its funded Commitment Obligations prior to such exercise of banker's banker s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, if any such purchase or purchases or adjustments shall be are made pursuant to this Section 7.3 2.16 and the payment giving rise thereto shall is thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any The Borrowers expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment an Obligation deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a loan directly to the Borrowers in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's ’s lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances the Note held by it as a result of which its funded Commitment the unpaid principal portion of the Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Note held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Note held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Note held by it prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender The Borrowers expressly consent to the foregoing arrangements and agree that any Person holding a participation in a funded Commitment deemed to have been so purchased Note under this Section 5.13 may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by any such Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender hxx xxxe a Loan directly to such Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's Xxxxxx’s lien, setoff or counterclaim or pursuant to against the Borrower, including, but not limited to, a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances its Loans as a result of which the unpaid portion of its funded Commitment shall be Loans is proportionately less than the funded Commitment unpaid portion of the Loans of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon purchased) from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender Lender’s Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as the principal amount of its funded Commitment Loans prior to the obtaining of such exercise of banker's lien, setoff or counterclaim or other event payment was to the principal amount of all funded Commitments Loans outstanding prior to the obtaining of such exercise of banker's lien, setoff or counterclaim or payment and (b) such other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant from time to this Section 7.3 and time as shall be equitable to ensure that the Lenders share such payment giving rise thereto shall pro-rata, provided that if any such non-pro-rata payment is thereafter be recovered, recovered or otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded (without interest). The Borrower expressly consents to the extent of such recovery foregoing arrangements and the purchase price or prices or adjustment restored without interest. Any agrees that any Lender holding a participation (or deemed to be holding) an interest in a funded Commitment deemed to have been so purchased Loan may exercise any and all rights of banker's Xxxxxx’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender held a Note and was the original obligee thereon, in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangementinterest.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances as a result of which its funded Commitment shall be proportionately less than the funded Commitment of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of such other Lender so that the aggregate funded Commitment of each Lender shall be in the same proportion to the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance in the amount of such participation. Each of the The Borrowers expressly consent consents to the foregoing arrangement.

Sharing of Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Loans, each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Advance or Advances category of its Loans as a result of which its funded Commitment the unpaid principal portion of such Loans shall be proportionately less than the funded Commitment unpaid principal portion of such Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment such Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of such Loans and participations in such Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all such Loans then outstanding as its funded Commitment the principal amount of such Loans of each Lender prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments such Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by any Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance in the amount of a Loan directly such participation. Each of the Borrowers expressly consent to the foregoing arrangementBorrower.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances a Note held by it as a result of which its funded Commitment the unpaid principal portion of the Notes held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Notes held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Notes held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender the Notes and participations in Notes held by it shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Notes held by it prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers The Borrower expressly consent consents to the foregoing arrangement.arrangements and agrees

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Standby Loan or Advances Loans as a result of which its funded Commitment the unpaid principal portion of the Standby Loans of such Lender shall be proportionately less than the funded Commitment unpaid principal portion of the Standby Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Standby Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Standby Loans and participations in the Standby Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Standby Loans then outstanding as the principal amount of its funded Commitment Standby Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Standby Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.restored

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 Borrower or pursuant to a Guarantor, including, but not limited to, a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances a Revolving Credit Note held by it as a result of which its funded Commitment the unpaid principal portion of the Revolving Credit Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Revolving Credit Notes held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Revolving Credit Note or participation held by such other Lender with the purchase price payable in cash upon demand by such other Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender the Revolving Credit Notes and participations in Revolving Credit Notes held by it shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Revolving Credit Notes then outstanding as its funded Commitment the principal amount of the Revolving Credit Notes held by it prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Revolving Credit Notes outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.14 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustment restored adjustments made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders respective pro rata shares, then this section shall apply to such excess. If all or part of any proportionately greater payment received by any purchasing Lender is thereafter recovered from such purchasing Lender upon the bankruptcy or reorganization of the Borrower or any Guarantor, or otherwise, the purchases by such purchasing Lender shall be rescinded and the purchase price paid for the participations purchased by such purchasing Lender shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Revolving Credit Note deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender held a Revolving Credit Note in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowers, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Obligation as a result of which the unpaid portion of its funded Commitment Obligations shall be proportionately less than the funded Commitment unpaid portion of the Obligations of any other Lender, it shall be deemed simultaneously to have purchased purchase from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, value a participation in the funded Commitment Obligations of such other Lender Lender, so that the aggregate funded Commitment unpaid amount of the Obligations and such participations in Obligations held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid amount of all Obligations then outstanding as the amount of its funded Commitment Obligations prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, that if any such purchase or purchases or adjustments shall be are made pursuant to this Section 7.3 2.16 and the payment giving rise thereto shall is thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any The Borrowers expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment an Obligation deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a loan directly to the Borrowers in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

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 Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances its Loans as a result of which the unpaid principal portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender (“Sharing Participations”), so that (a) the aggregate funded Commitment unpaid principal amount of the Loans and Sharing Participations held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Loans then outstanding as (b) the principal amount of its funded Commitment Loans and Sharing Participations prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior Loans to such exercise of banker's ’s lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Standby Loan or Advances Loans as a result of which the unpaid principal portion of its funded Commitment Standby Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Standby Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Standby Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Standby Loans and participations in the Standby Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Standby Loans then outstanding as the principal amount of its funded Commitment Standby Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Standby Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment Standby Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Standby Loan in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff setoff, or counterclaim or pursuant to against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Debtor Relief Law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance the Note held by it (other than pursuant to Section 2.14 or Advances Section 2.16) as a result of which its funded Commitment the unpaid principal portion of the Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Note held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Note held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Note held by it prior to such exercise of banker's lien, setoff setoff, or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff setoff, or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Note deemed to have been so purchased may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff setoff, or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's ’s lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances the Note held by it as a result of which its funded Commitment the unpaid principal portion of the Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Note held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Note held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Note held by it prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender The Borrowers expressly consent to the foregoing arrangements and agree that any Person holding a participation in a funded Commitment deemed to have been so purchased Note under this Section 5.13 may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by any such Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance a Loan directly to such Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim or pursuant to a secured claim under Section 506 of against the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other meansBorrower, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Loan as a result of which the unpaid portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid amount of the Loans and participations in Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid amount of all Loans then outstanding as the amount of its funded Commitment Loans prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Loans outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other event; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.10 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

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, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwiselaw, or by any other means, obtain payment (payment, voluntary or involuntary) , in respect of any Advance or Advances as a result of which its funded Commitment shall be proportionately less than the funded Commitment of any other LenderLoan, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loan or Loans, as the case may be, of such other Lender Lender, so that the aggregate funded Commitment benefit of each Lender all such payments shall be shared by the Lenders ratably in the same proportion to accordance with the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the unpaid principal amount of all funded Commitments outstanding prior to such exercise of banker's lienLoans; PROVIDED, setoff or counterclaim or other event; providedHOWEVER, however, that, that if any such purchase or purchases or adjustments shall be made participations are purchased pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof of such participation as fully as if such Xxxxxx Lender had made an Advance a Loan directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

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, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances the Loan as a result of which the unpaid principal portion of its funded Commitment Advances shall be proportionately less than the funded Commitment unpaid principal portion of the Advances of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Advances of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Advances made by and participations in the Loan held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of the Loan then outstanding as the principal amount of its funded Commitment Advances prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments the Loan outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments adjustment shall be rescinded to the extent of such recovery recovery, and the purchase price or prices or adjustment shall be restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment the Loan deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(c) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances the Note held by it as a result of which its funded Commitment the unpaid principal portion of the Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Note held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Note held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Note held by it prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender The Borrowers expressly consent to the foregoing arrangements and agree that any Person holding a participation in a funded Commitment Note under this Section 5.13 deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by any such Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to such Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender Secured Party agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower or pursuant to any Subsidiary, including, but not limited to, a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or claim and received by such Secured Party (a) if such Secured Party is a New Revolving Lender under any applicable bankruptcyand there are Revolving Obligations outstanding, insolvency or other similar law or otherwise, or and the payment received is of a proportion of the aggregate amount of the Revolving Obligations held by it which is greater than that received by any other means, obtain payment (voluntary or involuntary) New Revolving Lender in respect of any Advance or Advances as a result the aggregate amount of which its funded Commitment Revolving Obligations held by such other New Revolving Lender, the New Revolving Lender receiving such proportionately greater payment shall purchase such participations in the Revolving Obligations held by the other New Revolving Lenders and such other adjustments shall be proportionately less than made, as may be required so that all such payments with respect to the funded Commitment of any other Lender, it Revolving Obligations held by the New Revolving Lenders owing to them shall be deemed simultaneously shared by the New Revolving Lenders pro rata; (b) if such Secured Party is not a New Revolving Lender and there are Revolving Obligations outstanding (other than Revolving Obligations in which participations have been purchased pursuant to have purchased from this Section), such other Lender at face value, and Secured Party shall promptly pay to such other Lender the purchase price for, a subordinated participation in the funded Commitment of such other Lender so that the aggregate funded Commitment of each Lender shall be in the same proportion to the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Revolving Obligations in the amount of such participation. Each payment (provided, that such Secured Party shall not be entitled to receive any payments in respect of such participation until all Revolving Obligations in which participations have not been purchased pursuant to this Section shall have been paid in full) and shall pay over the amount received to the Agent for distribution to the New Revolving Lenders pro rata until all amounts owing in respect of the Borrowers expressly consent Revolving Obligations shall have been paid or purchased in full (and payments received in respect of such participation shall be subject to sharing pursuant to clause (c) of this sentence); and (c) if no Revolving Obligations are outstanding (other than Revolving Obligations in which participations have been purchased pursuant to this Section), and the payment received is of a proportion of the aggregate amount of principal and interest due with respect to the foregoing arrangement.New Term Loans held by it or other Secured Obligations owing to it which is greater than the proportion received by any other such Secured Party in respect of the New Term Loans held by such other Secured Party and the other Secured Obligations owing to it, the Secured Party receiving such proportionately greater payment shall purchase such participations in the New Term Loans held by the other Secured Parties and/or the other Secured Obligations owing to them, and such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the New Term Loans held by the New Term Lenders or the other Secured Obligations owing to the Secured Parties shall be shared by the Secured Parties pro rata; provided, that except as provided in clauses (a) and (b) of this Section, nothing in this Section shall impair the right of any Secured Party to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness under the Notes or the other Secured Obligations owing to it; 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); provided further, that notwithstanding anything to the contrary contained in this Section, (x) each Cash Management Bank shall be entitled to retain any payments it receives in respect of its Cash Management Obligations as a result of exercising any right of set-off, (y) each Fronting Bank shall be entitled to retain any payments it receives in respect of unreimbursed amounts drawn under its Letters of Credit as a result of exercising any right of set-off against its Letter of Credit Account and (z) the Hedging Bank shall be entitled to retain any payments it receives in respect of the Hedging Obligations as a result of exercising any right of set-off; and provided further, that all references to "Secured Obligations" in this Section shall mean all Secured Obligations other than pursuant to Sections 2.14,

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowers, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Obligation as a result of which the unpaid portion of its funded Commitment Obligations shall be proportionately less than the funded Commitment unpaid portion of the Obligations of any other Lender, it shall be deemed simultaneously to have purchased purchase from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, value a participation in the funded Commitment Obligations of such other Lender Lender, so that the aggregate funded Commitment unpaid amount of the Obligations and such participations in Obligations held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid amount of all Obligations then outstanding as the amount of its funded Commitment Obligations prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, if any such purchase or purchases or adjustments shall be are made pursuant to this Section 7.3 2.16 and the payment giving rise thereto shall is thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any The Borrowers expressly consent to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment an Obligation deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrowers to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a loan directly to the Borrowers in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Upon the occurrence and during the continuance of an Event of Default, the holder of any Note shall have the right, in addition to and not in limitation of any right that any such holder may have under applicable law or otherwise, to setoff against the unpaid balance of any Note or Notes or participations therein held by it any debt owing to the Borrower by such holder, including, without limitation, any funds in any deposit account maintained by the Borrower with such holder, and nothing in this Agreement shall be deemed any waiver or prohibition of any Bank's right of banker's lien or setoff. Each Lender holder of a Note agrees that if it shall, through the exercise of a right of banker's lien, setoff or setoff, counterclaim or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of a proportion of any Advance Notes held by it in excess of the proportion of the Notes of the other holders of the Notes being paid simultaneously or Advances as a result of which its funded Commitment shall required hereby to be proportionately less than the funded Commitment of any other Lenderpaid proportionately, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, holders a participation in the funded Commitment of Notes held by such other Lender holders so that the aggregate funded Commitment unpaid principal amount of each Lender shall be in the same proportion to the aggregate funded Commitments all Notes then outstanding as its funded Commitment the principal amount of such note held by it prior to such exercise of banker's lien, setoff or counterclaim or receipt of other event payment was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or receipt of other event; providedpayment, however, that, if any and it shall promptly remit to each such purchase or purchases or adjustments shall be made pursuant holder the amount of the participation thus deemed to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded have been purchased. The Borrower expressly consents to the extent foregoing arrangement and agrees that any holder of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been Note so purchased acquired may exercise any and all rights of banker's lien, setoff setoff, counterclaim or counterclaim otherwise with respect to any and all moneys owing by such holder to such Lender by reason thereof the Borrower as fully as if such Xxxxxx had made an Advance holder were a holder of a Note in the amount of such participation. Each If all or any portion of any such excess payment is thereafter recovered from the Borrowers expressly consent holder that received the same, the purchase provided for herein shall be deemed to have been rescinded to the foregoing arrangementextent of such recovery, without interest. Each holder of a Note agrees to give prompt written notice to the Borrower of any setoff made pursuant to this Section 10.18.

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 Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Loan or Advances Loans as a result of which the unpaid principal portion of its funded Commitment Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment benefit of each Lender all such payments shall be shared by the Lenders ratably in the same proportion to accordance with the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise principal of banker's lien, setoff or counterclaim or other eventand accrued interest on their respective Loans; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment any Loans deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan or otherwise extended credit directly to the Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim or pursuant to against any of the Borrowers, including, but not limited to, a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances a Note held by it as a result of which its funded Commitment the unpaid principal portion of the Notes held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Notes held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Notes held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of each Lender the Notes and participations in Notes held by it shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Notes held by it prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a funded Commitment Note deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by such Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender held a Note in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender Noteholder agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the Issuer or any other Note Party, or pursuant to a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender Noteholder under any applicable bankruptcy, insolvency or other similar law or otherwise, or shall by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances Note as a result of which the unpaid portion of its funded Commitment Notes shall be proportionately less than the funded Commitment unpaid portion of the Notes of any other LenderNoteholder, it shall be deemed simultaneously to have purchased from such other Lender Noteholder at face value, and shall promptly pay to such other Lender Noteholder the purchase price for, a participation in the funded Commitment Notes of such other Lender Noteholder, so that the aggregate funded Commitment unpaid amount of the Notes and participations in Notes held by each Lender Noteholder shall be in the same proportion to the aggregate funded Commitments unpaid amount of all Notes then outstanding as the amount of its funded Commitment Notes prior to such exercise of banker's ’s lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other event; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.16 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender The Issuer expressly consents to the foregoing arrangements and agree that, subject to applicable Law, any Noteholder holding a participation in a funded Commitment Note deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Issuer to such Lender Noteholder by reason thereof as fully as if such Xxxxxx Noteholder had made an Advance purchased a Note directly from the Issuer in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim counterclaim, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Standby Loan or Advances Loans as a result of which the unpaid principal portion of its funded Commitment Standby Loans shall be proportionately less than the funded Commitment unpaid principal portion of the Standby Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Standby Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Standby Loans and participations in the Standby Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Standby Loans then outstanding as the principal amount of its funded Commitment Standby Loans prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Standby Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, provided that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.be

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 Borrower or pursuant to a Guarantor, including, but not limited to, a secured claim under Section 506 of the Federal Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, exercised or claim and received by such Lender (or any of its banking Affiliates) 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 any Advance or Advances its DDTL Extensions of Credit as a result of which the unpaid portion of its funded Commitment shall be DDTL Extensions of Credit is proportionately less than the funded Commitment unpaid portion of the DDTL Extensions of Credit of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed simultaneously to have purchased thereupon purchased) from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment Loans of such other Lender Lender, so that the aggregate funded Commitment amount of each Lender Lender’s DDTL Extensions of Credit and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate funded Commitments then outstanding as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the unpaid principal amount of all funded Commitments DDTL Extensions of Credit then outstanding as the amount of its DDTL Extensions of Credit prior to the obtaining of such exercise payment was to the amount of banker's lien, setoff or counterclaim or all DDTL Extensions of Credit prior to the obtaining of such payment and (b) such other event; provided, however, that, if any such purchase or purchases or 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, to the fullest extent permitted by law, that any Lender holding (or deemed to be holding) a participation in a Loan acquired pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent any of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased its banking Affiliates may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance Lender was the original obligee thereon, in the amount of such participation. Each The provisions of this Section 8.08 shall not be construed to apply to (a) any payment made by the Borrowers expressly consent Borrower or a Guarantor pursuant to and in accordance with the foregoing arrangementexpress terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender) or (b) any payment obtained by any Lender as consideration for the assignment or sale of a participation in any of its Loans or other Obligations owed to it.

Sharing of Setoffs. Each Except to the extent that this Agreement provides for payments to be allocated to Loans, each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other meansmeans (other than pursuant to any provision of this Agreement), obtain payment (voluntary or involuntary) in respect of any Advance or Advances category of its Loans as a result of which its funded Commitment the unpaid principal portion of such Loans shall be proportionately less than the funded Commitment unpaid principal portion of such Loans of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment such Loans of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of such Loans and participations in such Loans held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all such Loans then outstanding as its funded Commitment the principal amount of such Loans of each Lender prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments such Loans outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 2.15 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.Loan

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 any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or claim received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance Advances or Advances participations in LC Disbursements which at the time shall be due and payable as a result of which the unpaid principal portion of its funded Commitment Advances and participations in LC Disbursements which at the time shall be due and payable shall be proportionately less than the funded Commitment unpaid principal portion of such Advances and participations in LC Disbursements of any other Lender, it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment such Advances and participations in LC Disbursements of such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of such Advances and participations in LC Disbursements held by each Lender shall be in the same proportion to the aggregate funded Commitments then outstanding unpaid principal amount of all such Advances and participations in LC Disbursements as its funded Commitment prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments outstanding prior to such exercise of banker's ’s lien, setoff or counterclaim or other event; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment adjustments restored without interest. Any Lender holding a participation in a funded Commitment deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing to such Lender by reason thereof as fully as if such Xxxxxx had made an Advance in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.without

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's lien, setoff or counterclaim against any Borrower, or pursuant to a secured claim under Section 506 of Title 11 of the Federal Bankruptcy United States Code or other security or interest arising from, or in lieu of, such secured claim, exercised or received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Advance or Advances the Note held by it as a result of which its funded Commitment the unpaid principal portion of the Note held by it shall be proportionately less than the funded Commitment unpaid principal portion of the Note held by any other Lender, it shall be deemed simultaneously to have simultaneously purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the funded Commitment of Note held by such other Lender Lender, so that the aggregate funded Commitment unpaid principal amount of the Note and participations in Notes held by each Lender shall be in the same proportion to the aggregate funded Commitments unpaid principal amount of all Notes then outstanding as its funded Commitment the principal amount of the Note held by it prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all funded Commitments Notes outstanding prior to such exercise of banker's lien, setoff or counterclaim or other eventcounterclaim; provided, however, that, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 7.3 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. Any Lender The Borrowers expressly consent to the foregoing arrangements and agree that any Person holding a participation in a funded Commitment deemed to have been so purchased Note under this Section 5.13 may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by any such Borrower to such Lender by reason thereof as fully as if such Xxxxxx Lender had made an Advance a Loan directly to such Borrower in the amount of such participation. Each of the Borrowers expressly consent to the foregoing arrangement.