Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against any Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by any Borrower or any Person claiming through or succeeding to the rights of any Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, or through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable LawsApplicable Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable LawsApplicable Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderLender (in each case, other than (x) payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.11 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as to which the provisions of this Section shall apply), then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.13 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.10 or Section 2.12) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of banker's lien, setoff, banker’s lien or counterclaim was to the principal amount of all Notes outstanding prior to such exercise of banker's lien, setoff, or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.14 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if itif, other than as expressly provided for herein, it shall, through the exercise of any a right of setoff, banker’s lien lien, setoff or counterclaim against Borrowerthe Borrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of the Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, receives obtain payment in respect of its Loans or unreimbursed drafts drawn under Letters of Credit as a result of which the unpaid portion of its Loans or unreimbursed drafts drawn under Letters of Credit is proportionately less than the unpaid portion of the Obligations held by it that is ratably more than Loans or unreimbursed drafts drawn under Letters of Credit of any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Lender (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment it shall purchase, promptly purchase at par (and shall be deemed to have simultaneously thereupon purchased) from such other Lender a participation in the Loans or unreimbursed drafts drawn under Letters of Credit of such other Lender, from so that the aggregate unpaid principal amount of each Lender’s Loans and unreimbursed drafts drawn under Letters of Credit and its participation in Loans and unreimbursed drafts drawn under Letters of Credit of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Loans then outstanding and unreimbursed drafts drawn under Letters of Credit as the principal amount of its Loans and unreimbursed drafts drawn under Letters of Credit prior to the exercise obtaining of such payment was to the right principal amount of setoff, banker’s lien or counterclaim or receipt all Loans outstanding and unreimbursed drafts drawn under Letters of payment; Credit prior to the obtaining of such payment and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the otherwise set aside such purchase of a participation participations shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but (without interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Loan Party expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in an Obligation so purchased pursuant to this Section 11.10 a Loan or unreimbursed drafts drawn under a Letter of Credit may exercise any and all rights of setoff, banker’s lien lien, setoff or counterclaim with respect to the participation any and all moneys owing by such Loan Party to such Lender as fully as if the such Lender were was the original owner obligee thereon, in the amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Laws (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, the Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker’s lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.10 or Section 2.12) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, setoff, or counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding was to the rights principal amount of Borrowerall Notes outstanding prior to such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase of a participation or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker’s lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 18.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 18.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Note held by it that is ratably more (other than pursuant to Section 2.12 or Section 2.14) as a result of which the unpaid principal portion of the Note held by it shall be proportionately less than the unpaid principal portion of the Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Note and participations in Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Notes then outstanding as the principal amount of the Note held by it prior to the such exercise of the right of banker's lien, setoff, banker’s lien or counterclaim was to the principal amount of all Notes outstanding prior to such exercise of banker's lien, setoff, or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.16 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrowers, or otherwise, receives payment of the Obligations Indebtedness held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations Indebtedness held by that LenderLender(s), then, subject to applicable Laws: (a) the Lender Lender(s) exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations Indebtedness held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations Indebtedness held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations Indebtedness ratably in accordance with each Lender’s 's share of the Obligations Indebtedness immediately prior to, and without taking into account, the payment; provided provided, that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Lenders by Borrower the Borrowers or any Person claiming through or succeeding to the rights of Borrowerthe Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations Indebtedness pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations Indebtedness purchased to the same extent as though the purchasing Lender were the original owner of the Obligations Indebtedness purchased. Borrower The Borrowers expressly consents consent to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation Indebtedness so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the such Lender were the original owner of the Obligation Indebtedness purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against BorrowerBorrower or any Guarantor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim with respect to the Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerany Obligor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: , (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower any Obligor or any Person claiming through or succeeding to the rights of Borrowerany Obligor, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Obligor expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s Banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 14.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Lawslaws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.12 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. {B1341681.1} Each Lender severally agrees that if itit shall, through the exercise of any a right of banker’s lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Loans held by it that is ratably more (other than pursuant to Section 2.10 or 2.12) as a result of which the unpaid principal portion of the Loans held by it shall be proportionately less than the unpaid principal portion of the Loans held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Loans held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Loans and participations in Loans held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of the Loans held by it prior to the such exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, setoff, or counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding was to the rights principal amount of Borrowerall Loans outstanding prior to such exercise of banker’s lien, setoff, or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, such purchase of a participation or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation Loans deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker’s lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Loan directly to the Lender were Borrower in the original owner amount of such participation. This Section 2.14 shall not apply to any action taken by CoBank with respect to any CoBank Equities held by the Obligation purchasedBorrower, including pursuant to Section 8.1(b).

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.14 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.14 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowera Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.13 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys jointly and severally owing by the participation Borrowers to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrowers in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against BorrowerBorrower or its Restricted Subsidiaries, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender The Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or its Restricted Subsidiaries or any Person claiming through or succeeding to the rights of BorrowerBorrower or its Restricted Subsidiaries, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's 102 lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement 103 describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowera Party, or otherwise, receives payment of the Revolving Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Revolving Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Revolving Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Revolving Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Revolving Obligations ratably in accordance with each Lender’s 's share of the Revolving Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Revolving Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Revolving Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Revolving Obligations purchased. Borrower Each Party expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Revolving Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Revolving Obligation purchased; PROVIDED, however, that each Lender agrees that it shall not exercise any right of setoff, banker's lien or counterclaim with respect to the Revolving Obligations without first obtaining the consent of the Requisite Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.12 or 9.2(d), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.12 and 9.2(d), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, or through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Bank from which such payment is recovered is required to pay interest thereon, in which case each Bank returning funds to such Bank shall pay its pro rata share of such interest). Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such 104 amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.. 11.11

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrower or its Subsidiaries, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall notify the Administrative Agent and thereafter shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or its Subsidiaries or any Person claiming through or succeeding to the rights of BorrowerBorrower or its Subsidiaries, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, Bank receives through any means, receives means in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.Borrower

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.Obligation

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided provided, however, that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest; provided, further, however, that the rights of NCB with respect to the NCB Stock shall not be subject to the provisions of this Section 8.9. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 8.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Lenders.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrowerany Obligor, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower any Obligor or any Person claiming through or succeeding to the rights of Borrowerany Obligor, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower the Borrowers or any Person claiming through or succeeding to the rights of Borrowerany of the Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with 84- respect to the participation as fully as if the that Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, 99 or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Banks and any other Person entitled to such amounts pursuant to Section 10.13(b) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other LenderBank, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so 79 that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderXxxxxx, then, subject to applicable Applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Xxxxxxxx expressly consents to the foregoing arrangements and agrees that any -120- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.. 12.11

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. interest.‌ Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderXxxxxx, then, subject to applicable Applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the SMRH:4838-5569-6023.10 -117- Xxxxxx Lease Finance Corporation Fourth Amended and Restated Credit Agreement purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 12.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.. 12.11

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or -------- any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the ----- purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and ----- all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------- through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Revolving Credit Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: then (a) the Lender exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim coun- terclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or -------- any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase pur- ------------- chase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, (Credit Agreement) 71 78 from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each (a) Except as otherwise specifically provided in Section 11.10(b), each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderXxxxxx, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s bankers' lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against a Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by a Borrower or any Person claiming through or succeeding to the rights of a Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from 77 and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Laws (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or by any other means, obtain payment (voluntary or involuntary) in respect of any Obligation as a result of which the aggregate unpaid amount of the Obligations held by owing to it that is ratably more shall be proportionately less than the aggregate unpaid amount of the Obligations owing to any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the it shall simultaneously purchase from such other Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders at face value a participation in the Obligations held by the owing to such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid amount of the Obligations and participations in Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid amount of all Obligations owing to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the aggregate unpaid amount of paymentall Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other event; and (b) provided that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.13 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to any and all moneys jointly and severally owing by the participation Borrower to such Lender by reason thereof as fully as if such Lender had made a loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, otherwise receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that LenderLender (in each case, other than (x) payment made by or on behalf of Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution), (y) the application of Cash Collateral provided for in Section 2.11 or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant (other than an assignment to Borrower or any Subsidiary thereof, as to which the provisions of this Section shall apply), then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of BorrowerXxxxxxxx, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderLender (except by means of removal of that Lender in accordance with Section 11.26), through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally (the "Setoff Lender") agrees that if it, (a) it obtains payment (voluntary or involuntary) in respect of any Obligation (i) through the exercise of any a right of setoffbanker's lien, banker’s lien setoff or counterclaim against Borrowerthe Borrower or either of the Guarantors, (ii) pursuant to a secured claim under Section 506 of Title 11 of the United States Code, or other security or interest arising from, or in lieu of, such secured claim, received by the Setoff Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, receives or (iii) by any other means, AND (b) such payment causes the unpaid portion of the Obligations held by it that is ratably more owed to the Setoff Lender to be proportionately less than any other Lender, through any means, receives in payment the unpaid portion of the Obligations held by that owed to any other Lender (the "Selling Lender"), THEN the Setoff Lender shall purchase from the Selling Lender, thenand the Selling Lender shall simultaneously sell and assign to the Setoff Lender, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each at face value a portion of the other Lenders a participation in Obligations of the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount Selling Lender, so that the share aggregate unpaid amount of the Obligations and assigned Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be such sale and assignment are in the same proportion that existed to the aggregate unpaid amount of all Obligations then outstanding as the amount of Obligations owed to such Lender prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt other event was to the principal amount of payment; and (b) all Obligations outstanding prior to such exercise of banker's lien, setoff or counterclaim or other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the paymentevent; provided that, that if all any such purchase or any portion of a disproportionate purchases or adjustments are made pursuant to this Section 2.15 and the payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise giving rise thereto is thereafter recovered from the purchasing Lender by Borrower recovered, such purchase or any Person claiming through purchases or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustments restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an assignment of an Obligation deemed to have been so purchased pursuant to this Section 11.10 may exercise any and all rights of setoffbanker's lien, banker’s lien setoff or counterclaim with respect to the participation any and all moneys owing by it to such Lender by reason thereof, as fully as if such Lender had made a loan directly to each of them in the Lender were the original owner amount of the Obligation purchasedsuch assignment.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 12.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank’s proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter thereafter‌ recovered from the purchasing Lender Bank by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker’s lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s Banker's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 14.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements 121 and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, the Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives 76 payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable Debtor Relief Law or otherwise, receives obtain payment (voluntary or involuntary) in respect of the Obligations Committed Note held by it that is ratably more (other than pursuant to Section 2.14 or Section 2.16) as a result of which the unpaid principal portion of the Committed Note held by it shall be proportionately less than the unpaid principal portion of the Committed Note held by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders Lender a participation in the Obligations Committed Note held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount Lender, so that the share aggregate unpaid principal amount of the Obligations Committed Note and participations in Committed Notes held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed to the aggregate unpaid principal amount of all Committed Notes then outstanding as the principal amount of the Committed Note held by it prior to the such exercise of the right of banker's lien, setoff, banker’s lien or counterclaim was to the principal amount of all Committed Notes outstanding prior to such exercise of banker's lien, setoff, or receipt of paymentcounterclaim; and (b) provided, however, that if any such other purchase or purchases or adjustments and purchases of participations shall be made from time pursuant to time as this Section 2.18 and the payment giving rise thereto shall thereafter be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior torecovered, and without taking into account, the payment; provided that, if all such purchase or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim purchases or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation adjustments shall be rescinded to the extent of such recovery and the purchase price thereof shall be or prices or adjustment restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation a Committed Note deemed to have been so purchased pursuant to this Section 11.10 may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff, banker’s lien or counterclaim with respect to any and all moneys owing by the participation Borrower to such Lender as fully as if such Lender had made a Committed Loan directly to the Lender were Borrower in the original owner amount of the Obligation purchasedsuch participation.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against BorrowerBorrowers, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower Borrowers or any Person claiming through or succeeding to the rights of BorrowerBorrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Bank from which such payment is recovered is required to pay interest thereon, in which case each Bank returning funds to such Bank shall pay its pro rata share of such interest). Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against the Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Lawslaws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 10.8 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 10.8 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Parent, any Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other adjustments and purchases of participations shall be made from -66- time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower Parent, Borrowers or any Person claiming through or succeeding to the rights of BorrowerParent or Borrowers, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Parent and each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

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 severally holder of a Note agrees that if itit shall, through the exercise of any a right of banker's lien, setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives obtain payment of the Obligations a proportion of any Notes held by it that is ratably more than any other Lender, through any means, receives in payment excess of the Obligations held by that Lenderproportion of the Notes of the other holders of the Notes being paid simultaneously or required hereby to be paid proportionately, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and it shall be deemed to have simultaneously purchased, purchased from each of the such other Lenders holders a participation in the Obligations Notes held by the such other Lenders and shall pay to the other Lenders a purchase price in an amount holders so that the share aggregate unpaid principal amount of all Notes then outstanding as the Obligations principal amount of such note held by each Lender after the it prior to such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt of other payment shall be in was to the same proportion that existed principal amount of all Notes outstanding prior to the such exercise of the right of setoffbanker's lien, banker’s lien setoff or counterclaim or receipt of other payment; , and (b) it shall promptly remit to each such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all holder the amount of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding participation thus deemed to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interesthave been purchased. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements arrangement and agrees that any Lender holding holder of a participation in an Obligation a Note so purchased pursuant to this Section 11.10 acquired may exercise any and all rights of banker's lien, setoff, banker’s lien counterclaim or counterclaim otherwise with respect to the participation any and all moneys owing by such holder to such Borrower as fully as if such holder were a holder of a Note in the Lender were amount of such participation. If all or any portion of any such excess payment is thereafter recovered from the original owner 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 Obligation purchasedBorrowers of any setoff made pursuant to this Section 10.18.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.11 or 9.2(d), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.11 and 9.2(d), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased. Notwithstanding anything in this Section 11.9 to the contrary, in the event that any Defaulting Bank exercises any right of setoff, (i) all amounts so set off will be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 10.13(b)(iii) and, pending such payment, will be segregated by such Defaulting Bank from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, the Banks and any other Person entitled to such 103 LA\4060806.14 amounts pursuant to Section 10.13(b)(iii) and (y) the Defaulting Bank will provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Bank as to which it exercised such right of setoff.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: Laws (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a -------- disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.without

Sharing of Setoffs. Each Lender Line A Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Line A Obligations held by due it hereunder and under the Line A Notes that is ratably more than any other LenderLine A Bank, through any means, receives in payment of the Line A Obligations held by that LenderLine A Bank, then, subject to applicable Laws: (a) the Lender Line A Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Line A Bank a participation in the Line A Obligations held by the other Lenders Line A Bank and shall pay to the other Lenders Line A Bank a purchase price in an amount so that the share of the Line A Obligations held by each Lender Line A Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Line A Banks share any payment obtained in respect of the Line A Obligations ratably in accordance with each Lender’s Line A Bank's share of the Line A Obligations immediately prior to, and without taking into account, the payment; , provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Line A Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Line A Bank that purchases a participation in the Line A Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Line A Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Line A Obligations purchased. Each Line B/C Bank severally agrees to the same provisions as are set forth in the preceding two sentences, with all references to Line A Banks changed to Line B/C Banks and all references to Line A Obligations and the Line A Notes changed to Line B/C Obligations and the Line B Notes and Line C Notes. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's - 107 - 113 lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, any Credit Party or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, that (i) if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower such Credit Party or any Person claiming through or succeeding to the rights of Borrowersuch Credit Party, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interestinterest and (ii) the provisions of this Section 11.06 shall not be construed to apply to (x) any payment made by or on behalf of any Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in Section 2.11, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or subparticipations in LC Exposures to any assignee or participant). Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower Each Credit Party expressly consents to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien 's lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien 's lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien 's lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s Lender's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.. 11.11

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderLender (except by means of removal of that Lender in accordance with Section 11.26), through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided PROVIDED that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if itit (whether as Lender or Issuing Bank or LC Guarantor), through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrowerthe Borrower or any of its Affiliates, or otherwiseotherwise (for example, pursuant to Section 13.8), receives payment of the Obligations held by it that is ratably more than any other Lender (whether as Lender, Issuing Bank or LC Guarantor), through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the The Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the such other Lenders Lender a participation in the Obligations held by the such other Lenders Lender and shall pay to the such other Lenders Lender a purchase price in Cash in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such Such other 118 adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders (whether as Lenders, Issuing Banks or LC Guarantor) share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the Borrower or such Affiliate or any Person claiming through or succeeding to the rights of the Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 13.19 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased; provided, however, that each Lender agrees that it shall not exercise against any Party any right of setoff, banker's lien or counterclaim without first obtaining the written consent of all of the Lenders.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any the right of setoff, banker’s lien lien, or counterclaim against Borrower, Borrower or otherwise, receives payment of the Obligations held by due it hereunder and under the Notes that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lenderto which it is entitled hereunder pursuant to Section 3.13 or 9.2(e), then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien lien, or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien lien, or counterclaim or receipt of payment; , and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share the provisions of the Obligations immediately prior toSection 3.13 and 9.2(e), and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that that, to the extent permitted by Law, any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, the Company or otherwise, receives payment of the Obligations held by it that is ratably more than all Extensions of Credit (including Competitive Loans) made by any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to any applicable LawsRequirement of Law: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower the Company or any Person claiming through or succeeding to the rights of Borrowerthe Company, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower The Company expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in an Obligation so purchased pursuant may, to this Section 11.10 may the fullest extent permitted by any applicable Requirement of Law, exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against any Borrower, or otherwise, receives payment payment, through any means, of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment excess of that Bank's proportionate share of the Obligations held by that LenderTotal Outstandings as applied to such payment, then, subject to applicable Laws: (a) the Lender The Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by any Borrower or any Person claiming through or succeeding to the rights of any Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased; provided, however, that each Bank agrees that it shall not exercise any right of setoff, banker's lien or counterclaim without first obtaining the consent of the Majority Banks.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Lender from which such payment is recovered is required to pay interest thereon, in which case each Lender returning funds to such Lender shall pay its pro rata share of such interest). Nothing in the preceding sentence shall require any Lender to share payments it may receive from Borrower, Guarantor or any Affiliate of Guarantor on account of any loan or obligations due to such Lender other than the Obligations described herein. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 18.9 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 18.9 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, the Borrowers or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Lender a participation in the Obligations held by the other Lenders Lender and shall pay to the other Lenders Lender a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by the relevant Borrower or any Person claiming through or succeeding to the rights of that Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Each Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, or through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender Bank exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Banks a participation in the Obligations held by the other Lenders Banks and shall pay to the other Lenders Banks a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each LenderBank’s share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest (unless the Bank from which such payment is recovered is required to pay interest thereon, in which case each Bank returning funds to such Bank shall pay its pro rata share of such interest). Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender Bank severally agrees that if it, through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, any Co-Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other LenderBank, through any means, receives in payment of the Obligations held by that LenderBank, then, subject to applicable Laws: (a) the Lender 63 Bank exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders Bank a participation in the Obligations held by the other Lenders Bank and shall pay to the other Lenders Bank a purchase price in an amount so that the share of the Obligations held by each Lender Bank after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders Banks share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s Bank's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender Bank by Borrower, any Co-Borrower or any Person claiming through or succeeding to the rights of Borrower or a Co-Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender Bank that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender Bank were the original owner of the Obligations purchased. Borrower and each Co-Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender Bank were the original owner of the Obligation purchased.

Sharing of Setoffs. Each Lender severally agrees that if it, ------------------ through the exercise of any right of setoff, banker’s 's lien or counterclaim against Borrower, or otherwise, receives payment of the Obligations held by it that is ratably more than any other Lender, through any means, receives in payment of the Obligations held by that Lender, then, subject to applicable Laws: (a) the Lender exercising the right of setoff, banker’s 's lien or counterclaim or otherwise receiving such 103 payment shall purchase, and shall be deemed to have simultaneously purchased, from each of the other Lenders a participation in the Obligations held by the other Lenders and shall pay to the other Lenders a purchase price in an amount so that the share of the Obligations held by each Lender after the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment shall be in the same proportion that existed prior to the exercise of the right of setoff, banker’s 's lien or counterclaim or receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall be equitable to ensure that all of the Lenders share any payment obtained in respect of the Obligations ratably in accordance with each Lender’s 's share of the Obligations immediately prior to, and without taking into account, the payment; provided that, if all or any portion of a disproportionate payment -------- obtained as a result of the exercise of the right of setoff, banker’s 's lien, counterclaim or otherwise is thereafter recovered from the purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest. Each Lender that purchases a participation in the Obligations pursuant to this Section 11.10 shall from and after the purchase have the right ------------- to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in an Obligation so purchased pursuant to this Section 11.10 may exercise any and all ------------- rights of setoff, banker’s 's lien or counterclaim with respect to the participation as fully as if the Lender were the original owner of the Obligation purchased.