Common use of Sharing of Setoffs Clause in Contracts

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrowerany Loan Party, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and or exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers and Guarantors expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and or exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note or exposure under the Letter of Credit Usage in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, 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 Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a any Revolving Credit Note or exposure under the Letter of Credit Usage held by it (it being understood that each Bank shall be permitted to exercise any such right with respect to any obligation of the Borrower to it other than the Revolving Credit Notes prior to the exercise of such right with respect to any Revolving Credit Note) as a result of which the unpaid principal portion of all the Revolving Credit Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of all the Revolving Credit Notes or exposure under the Letter of Credit Usage held by any other LenderBank, it shall be deemed to have simultaneously purchased from such other Lender Bank a participation in the Notes and exposure under the Letter of each Revolving Credit Usage Note held by such other LenderBank, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of each Revolving Credit Usage Note and participations in Notes and exposure under the Letter of each Revolving Credit Usage Note held by it each Bank shall be in the same proportion to the aggregate unpaid principal amount of all the Revolving Credit Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of all the Revolving Credit Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage 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 2.21 and the payment recovered by a Bank giving rise thereto shall thereafter be recoveredrecovered from such Bank, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments paid by such Bank restored to such Bank without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in a Revolving Credit Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim to the extent of the participation so purchased in such Revolving Credit Note with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held Bank had made a Note Loan directly to the Borrower in the amount of such the participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Revolving Credit Usage Note held by it shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under Revolving Credit Note or participation held by such other Lender with the Letter of Credit Usage held purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's ’s lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's ’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 2.15 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders respective pro rata shares, then this section shall apply to such excess. If all or part of any proportionately greater payment received by any purchasing Lender is thereafter recovered from such purchasing Lender upon the bankruptcy or reorganization of the Borrower or any Guarantor, or otherwise, the purchases by such purchasing Lender shall be rescinded and the purchase price paid for the participations purchased by such purchasing Lender shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Revolving Credit Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Revolving Credit Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's banker s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, obtain payment (voluntary then due or involuntary) payable in respect of a Note its Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it as a result of which the unpaid principal portion then due or payable in respect of the Notes its Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it shall be is proportionately less than the unpaid principal portion then due or payable in respect of the Notes Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed to have simultaneously purchased thereupon purchased) from such other applicable Lender a participation in the Notes and exposure Loans or unreimbursed drafts drawn under the Letter Letters of Credit Usage held by of such other applicable Lender, so that the aggregate unpaid principal amount of the Notes each applicable Lender s Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage and participations its participation in Notes Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it of the other applicable Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Notes Loans of the applicable Lenders then outstanding and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage then outstanding as the principal amount of the Notes its Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it prior to the obtaining of such exercise of banker's lien, setoff or counterclaim payment was to the principal amount of all Notes Loans of the applicable Lenders outstanding and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage outstanding prior to the obtaining of such exercise payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the applicable Lenders share such payment pro-rata in proportion to the amounts then due and payable to each of banker's lienthem, setoff or counterclaim; provided, however, that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored (without interest), it being agreed and understood that nothing in this Section 8.08 shall operate (x) to allow a Lender to keep a payment in respect of portions not then due or payable in respect of its Loans, (y) to entitle any Lender to participate in any sharing of payments in respect of portions not then due or payable in respect of its Loans or (z) to change the order of payments set forth in Sections 2.13, 2.14 or 2.19(b). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Note and exposure Loan or unreimbursed drafts drawn under the Letter Letters of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's banker s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's lien, setoff or counterclaim against the any Borrower, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of a the Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage Note held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage Note and participations in Notes and exposure under the Letter of Credit Usage held by it each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage Note held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments adjustment restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender Person holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased this Section 5.13 may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the any such Borrower to such Lender as fully as if such Lender held had made a Note Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under held by such other Lender with the Letter of Credit Usage held purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 2.15 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders, respective pro rata shares, then this section shall apply to such excess. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, including, but not limited to, a secured claim under Section 506 of 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note and exposure under the Letter of Credit Usage in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the ------------------ exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it or participation in a Swing Loan Note as a result of which the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by it or participation in a Swing Loan Note shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage participation in a Swing Loan Note held by any other LenderBank, it shall be deemed to have simultaneously purchased from such other Lender Bank a participation in the Revolving Credit Notes and exposure under the Letter of Credit Usage or Swing Loan Note held by such other LenderBank with the purchase price payable in cash upon demand by such other Bank, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note then outstanding as the principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note 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 2.15 and the payment giving rise thereto such other Bank shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note or Swing Loan Note proportionally greater than that received by the first Bank, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Bank exceeds the amount necessary to restore the Banks respective pro rata shares, then this section shall apply to such excess. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank as fully as if such Lender Bank held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender Bank under any applicable bankruptcy, insolvency or other similar law law, or otherwise, obtain payment (voluntary or involuntary) in respect of a Note its Loans or exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by it as a result of which the unpaid principal portion of the Notes its Loans or exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by it shall be is proportionately less than the unpaid principal portion of the Notes Loans or exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by of any other Lender, Bank (a) it shall promptly purchase at par (and shall be deemed to have simultaneously purchased thereupon purchased) from such other Lender Bank a participation in the Notes and exposure Loans or unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by of such other LenderBank, so that the aggregate unpaid principal amount of the Notes each Bank’s Loans and exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage and participations its participation in Notes Loans and exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by it of the other Banks shall be in the same proportion to the aggregate unpaid principal amount of all Notes Loans then outstanding and exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage then outstanding as the principal amount of the Notes its Loans and exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage held by it prior to the obtaining of such exercise of banker's lien, setoff or counterclaim payment was to the principal amount of all Notes Loans outstanding and exposure unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage outstanding prior to the obtaining of such exercise of banker's lienpayment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Banks share such payment pro-rata, setoff or counterclaim; provided, however, provided that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding (or deemed to be holding) a participation in a Note and exposure Loan or unreimbursed drafts drawn under the Letter Tranche B Letters of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank as fully as if such Lender held a Note Bank was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender Bridge Bank agrees that if it shall, through the exercise of a by exercising any right of banker's lien, setoff or counterclaim against the Borroweror otherwise, including, but not limited to, receive payment of a secured claim under Section 506 of Title 11 proportion of the United States Code aggregate amount due with respect to any Bridge Loan or Bridge Reimbursement Obligation owed to it which is greater than the proportion received by any other security Bridge Bank in respect of the aggregate amount due with respect to any Bridge Loan or interest arising fromBridge Reimbursement Obligation owed to such other Bridge Bank, the Bridge Bank receiving such proportionately greater payment shall purchase such participations in the Bridge Loans and Bridge Reimbursement Obligations owed to the other Bridge Banks, and such other adjustments shall be made, as may be required so that all such payments with respect to the Bridge Loans and Bridge Reimbursement Obligations owed to the Bridge Banks shall be shared by the Bridge Banks pro rata; provided that (i) nothing in this Section shall impair the right of any Bridge Bank to exercise any right of setoff or counterclaim it may have and to apply the amount subject to such exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder or under the Credit Agreement and (ii) nothing in lieu of, such secured claim, any Financing Documents shall require any Bridge Bank to share any payments received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) Bridge Bank if such payments were made in respect of a Note any obligations (including without limitation Other Reimbursement Obligations and Other Mortgage/Lease Obligations) not constituting Bridge Loans or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interestBridge Reimbursement Obligations. The Borrower expressly consents agrees, to the foregoing arrangements and agrees fullest extent it may effectively do so under applicable law, that any Lender holding holder of a participation in a Note and exposure under Bridge Loan or Bridge Reimbursement Obligation, whether or not acquired pursuant to the Letter of Credit Usage deemed to have been so purchased foregoing arrangements, may exercise any and all rights of banker's lien, setoff or counterclaim and other rights with respect to any and all moneys owing by the Borrower to such Lender participation as fully as if such Lender held holder of a Note participation were a direct creditor of the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's lien, setoff or counterclaim; providedPROVIDED, howeverHOWEVER, 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note and exposure under the Letter of Credit Usage in the amount of such participation.

Sharing of Setoffs. (a) Each Tranche A Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrowers, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it its Loans as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be its Loans is proportionately less than the unpaid principal portion of the Notes or exposure under the Letter Loans of Credit Usage held by any other Lender, Tranche A Lender (x) it shall promptly purchase at par (and shall be deemed to have simultaneously purchased thereupon purchased) from such other Tranche A Lender a participation in the Notes and exposure under the Letter Loans of Credit Usage held by such other Tranche A Lender, so that the aggregate unpaid principal amount of each Tranche A Lender’s Loans and its participation in Loans funded with the Notes and exposure under Tranche A Commitments of the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it other Tranche A Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under Loans funded with the Letter of Credit Usage Total Tranche A Commitments then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it its Tranche A Loans prior to the obtaining of such exercise of banker's lien, setoff or counterclaim payment was to the principal amount of all Notes and exposure under Loans funded with the Letter of Credit Usage Total Tranche A Commitments outstanding prior to the obtaining of such exercise of banker's lienpayment and (y) such other adjustments shall be made from time to time as shall be equitable to ensure that the Tranche A Lenders share such payment pro-rata, setoff or counterclaim; provided, however, provided that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded (without interest). If Tranche A Usage is zero at such time, each Tranche A Lender agrees that it shall turn over any such amounts received by it to the Administrative Agent for application to the Tranche B Usage, ratably in accordance with each Tranche B Lender’s Tranche B Commitment Percentage to the extent of such recovery amounts received by such Tranche A Lender. (b) Each Tranche B Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim against the Borrowers, including, but not limited to, a secured claim or other security or interest arising from, or in lieu of, such secured claim and received by such Tranche B Lender under any applicable bankruptcy, insolvency or other similar law, or otherwise, obtain payment in respect of its Loans: (i) if Tranche A Usage is not zero, it shall promptly purchase at par (and shall be deemed to have thereupon purchased) from each Tranche A Lender, ratably in accordance with each Tranche A Lender’s Tranche A Commitment Percentage, a participation in the Loans funded with the Tranche A Commitment of such Tranche A Lender to the extent of such amounts received by such Tranche B Lender; and (ii) if Tranche A Usage is zero and as a result of such payment the unpaid portion of its Loans is proportionately less than the unpaid portion of the Loans of any other Lender (x) it shall promptly purchase price at par (and shall be deemed to have thereupon purchased) from such other Lender a participation in the Loans of such other Lender, so that the aggregate unpaid principal amount of each Lender’s Loans and its participation in Loans of the other Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Loans then outstanding as the principal amount of its Loans prior to the obtaining of such payment was to the principal amount of all Loans outstanding prior to the obtaining of such payment and (y) such other adjustments shall be made from time to time as shall be equitable to ensure that the Lenders share such payment pro-rata, provided that if any such non-pro-rata payment is thereafter recovered or prices or adjustments restored otherwise set aside such purchase of participations shall be rescinded (without interest. The Borrower ). (c) Each of the Borrowers expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased Loan may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.1) or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note and was the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, including, but not limited to, a secured claim under Section 506 ss.506 of Title 11 of the United States U.S. Code 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 Debtor Law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's lien, setoff or counterclaim; provided, however, that if . 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to -45- the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the ------------------ exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it or participation in a Swing Loan Note as a result of which the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by it or participation in a Swing Loan Note shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage participation in a Swing Loan Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Revolving Credit Notes and exposure under or Swing Loan Note held by such other Lender with the Letter of Credit Usage held purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note then outstanding as the principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note 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 2.15 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note or Swing Loan Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders respective pro rata shares, then this section shall apply to such excess. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Among Tranche A Lenders and Tranche B Lenders. Each Tranche A Lender and Tranche B Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower, including, but not limited to, a secured claim under Section 506 of 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note its Tranche A Loans or exposure under the Letter of Credit Usage held by it Tranche B Loan as a result of which the unpaid principal portion of its Tranche A Loans or the Notes or exposure under the Letter of Credit Usage held by it shall be Tranche B Loan is proportionately less than the unpaid principal portion of the Notes Tranche A Loans or exposure under the Letter Tranche B Loan of Credit Usage held by any other Lender, Tranche A Lender and Tranche B Lender (a) it shall promptly purchase at par (and shall be deemed to have simultaneously purchased thereupon purchased) from such other Tranche A Lender or Tranche B Lender a participation in the Notes and exposure under Tranche A Loans or the Letter Tranche B Loan of Credit Usage held by such other Tranche A Lender or Tranche B Lender, so that the aggregate unpaid principal amount of each Tranche A Lender's or Tranche B Lender's Tranche A Loans or the Notes Tranche B Loan and exposure under its participation in Tranche A Loans or the Letter Tranche B Loan of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it other Tranche A Lenders or Tranche B Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Notes Tranche A Loans and exposure under the Letter of Credit Usage Tranche B Loan then outstanding as the principal amount of its [Loans]Tranche A Lenders and the Notes and exposure under the Letter of Credit Usage held by it Tranche B Loan prior to the obtaining of such exercise of banker's lien, setoff or counterclaim payment was to the principal amount of all Notes Tranche A Loans and exposure under the Letter of Credit Usage Tranche B Loan outstanding prior to the obtaining of such exercise of banker's lienpayment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the Tranche A Lenders or Tranche B Lenders share such payment pro-rata, setoff or counterclaim; provided, however, provided that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored (without interest). The Borrower expressly consents to the foregoing arrangements and agrees that any Tranche A Lenders or Tranche B Lender holding (or deemed to be holding) a participation in a Note Tranche A Loan and exposure under the Letter of Credit Usage deemed to have been so purchased Tranche B Loan may exercise any and all rights of banker's lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Revolving Credit Usage Note held by it shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under Revolving Credit Note or participation held by such other Lender with the Letter of Credit Usage held purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's ’s lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's ’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 such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders respective pro rata shares, then this section shall apply to such excess. If all or part of any proportionately greater payment received by any purchasing Lender is thereafter recovered from such purchasing Lender upon the bankruptcy or reorganization of the Borrower or any Guarantor, or otherwise, the purchases by such purchasing Lender shall be rescinded and the purchase price paid for the participations purchased by such purchasing Lender shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Revolving Credit Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Revolving Credit Note in the amount of such participation.

Sharing of Setoffs. Each In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default, each Lender agrees that if it shalland each holder of any Note is hereby authorized at any time or from time to time, through the exercise of a right of banker's lienwithout notice to any Loan Party or to any other person, setoff or counterclaim against the Borrowerany such notice being hereby expressly waived, 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 to set off and to appropriate and to apply any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage and all balances held by it as a result at any of which its offices for the unpaid principal portion account of Borrower or any Guarantor (regardless of whether such balances are then due to Borrower or any Guarantor) and any other properties or assets any time held or owing by that Lender or that holder to or for the credit or for the account of Borrower or any Guarantor against and on account of any of the Notes Obligations which are not paid when due. Any Lender or exposure under the Letter holder of Credit Usage held by it shall be proportionately less than the unpaid principal portion any Note exercising a right to set off or otherwise receiving any payment on account of the Notes Obligations in excess of its pro rata share thereof shall purchase for cash (and the other Lenders or exposure under the Letter of Credit Usage held by any holders shall sell) such participations in each such other Lender, it shall 's or holder's pro rata share of the Obligations as would be deemed necessary to have simultaneously purchased from cause such Lender to share the amount so set off or otherwise received with each other Lender or holder in accordance with their respective pro rata shares. Borrower and each Guarantor agrees, to the fullest extent permitted by law, that (a) any Lender or holder may exercise its right to set off with respect to amounts in excess of its pro rata share of the Obligations and may sell participations in such amount so set off to other Lenders and holders and (b) any Lender or holders so purchasing a participation in the Notes and exposure under the Letter of Credit Usage Loans made or other Obligations held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff Lenders or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased holders may exercise any and all rights of banker's set-off, bankers' lien, setoff counterclaim or counterclaim similar rights with respect to any and all moneys owing by the Borrower to such Lender participation as fully as if such Lender held or holder were a Note direct holder of the Loans and the other Obligations in the amount of such participationparticipations. Notwithstanding the foregoing, if all or any portion of the set-off amount or payment otherwise received is thereafter recovered from the Lender that has exercised the right of set-off, the purchase of participations by that Lender shall be rescinded and the purchase price restored without interest.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, including, but not limited to, a secured claim under Section 506 of 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or and exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or and exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or and exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and or exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and or exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and or exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and or exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note and exposure under the Letter of Credit Usage in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through ------------------ the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 Bank under any applicable bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under the Letter of Credit Usage held by any other LenderBank, it shall be deemed to have simultaneously purchased from such other Lender Bank a participation in the Revolving Credit Notes and exposure under the Letter of Credit Usage held by such other LenderBank with the purchase price payable in cash upon demand by such other Bank, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage 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 2.15 and the payment giving rise thereto such other Bank shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note proportionally greater than that received by the first Bank, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien; provided, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as that, if such Lender held a Note in disproportionate amount received or recovered by such other Bank exceeds the amount of such participation.necessary to restore the Banks respective pro rata shares, then this section shall apply to such

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(b) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's ’s lien, setoff or counterclaim against the any Borrower, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of a the Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage Note held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage Note and participations in Notes and exposure under the Letter of Credit Usage held by it each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage Note held by it prior to such exercise of banker's ’s lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's ’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 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments adjustment restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender Person holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased this Section 5.13 may exercise any and all rights of banker's ’s lien, setoff or counterclaim with respect to any and all moneys owing by the any such Borrower to such Lender as fully as if such Lender held h▇▇ ▇▇▇e a Note Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Except as otherwise provided in Section 4.6(c) in connection with the payment of Swing Line Overdraft Loans, each Lender agrees that if it shall, in any manner, including through the exercise of a right of banker's lien, setoff or counterclaim against the any Borrower, including, but not limited to, or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law Insolvency Proceeding or otherwise, obtain payment (voluntary or involuntary) in respect of a the Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage Note held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage Note and participations in Notes and exposure under the Letter of Credit Usage held by it each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage Note held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 5.13 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments adjustment restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender Person holding a participation in a Note and exposure under the Letter of Credit Usage this Section 5.13 deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the any such Borrower to such Lender as fully as if such Lender held had made a Note Loan directly to such Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through ------------------ the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Revolving Credit Note or exposure under the Letter of Credit Usage held by it or participation in the Swing Loan Note as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Revolving Credit Usage Note held by it or participation in the Swing Loan Note shall be proportionately less than the unpaid principal portion of the Revolving Credit Notes or exposure under participation in the Letter of Credit Usage Swing Loan Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under Revolving Credit Note or participation in the Letter of Credit Usage Swing Loan Note held by such other Lender with the purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Revolving Credit Notes and exposure under the Letter of Credit Usage and participations in Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note held by it shall be in the same proportion to the aggregate unpaid principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note then outstanding as the principal amount of the Revolving Credit Notes and exposure under participation in the Letter of Credit Usage Swing Loan Note held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Revolving Credit Notes and exposure under the Letter of Credit Usage Swing Loan Note 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 2.15 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Revolving Credit Note or Swing Loan Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by such other Lender exceeds the amount necessary to restore the Lenders respective pro rata shares, then this section shall apply to such excess. If all or part of any proportionately greater payment received by any purchasing Lender is thereafter recovered from such purchasing Lender upon the bankruptcy or reorganization of the Borrower or any Guarantor, or otherwise, the purchases by such purchasing Lender shall be rescinded and the purchase price paid for the participations purchased by such purchasing Lender shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff setoff, 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 bankruptcy, insolvency or other similar law Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of a the Committed Note or exposure under the Letter of Credit Usage held by it (other than pursuant to Section 2.14 or Section 2.16) as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Committed Note held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Committed Note held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage Committed Note held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage Committed Note and participations in Committed Notes and exposure under the Letter of Credit Usage held by it each Lender shall be in the same proportion to the aggregate unpaid principal amount of all Committed Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage Committed Note held by it prior to such exercise of banker's lien, setoff setoff, or counterclaim was to the principal amount of all Committed Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's lien, setoff setoff, or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Committed Note and exposure under the Letter of Credit Usage deemed to have been so purchased may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff setoff, or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held had made a Note Committed Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it ------------------ shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or and exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or and exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or and exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and or exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and or exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and or exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and or exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note and exposure under the Letter of Credit in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's ’s lien, setoff or counterclaim against the BorrowerBorrower or a Guarantor, including, but not limited to, a secured claim under Section 506 of Title 11 of the United States Bankruptcy Code or other security or interest arising from, or in lieu of, such secured claim, claim and received by such Lender under any applicable bankruptcy, insolvency or other similar law law, or otherwise, obtain payment (voluntary then due or involuntary) payable in respect of a Note its Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it as a result of which the unpaid principal portion then due or payable in respect of the Notes its Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it shall be is proportionately less than the unpaid principal portion then due or payable in respect of the Notes Loans or exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by of any other Lender, Lender (a) it shall promptly purchase at par (and shall be deemed to have simultaneously purchased thereupon purchased) from such other applicable Lender a participation in the Notes and exposure Loans or unreimbursed drafts drawn under the Letter Letters of Credit Usage held by of such other applicable Lender, so that the aggregate unpaid principal amount of the Notes each applicable Lender’s Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage and participations its participation in Notes Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it of the other applicable Lenders shall be in the same proportion to the aggregate unpaid principal amount of all Notes Loans of the applicable Lenders then outstanding and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage then outstanding as the principal amount of the Notes its Loans and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage held by it prior to the obtaining of such exercise of banker's lien, setoff or counterclaim payment was to the principal amount of all Notes Loans of the applicable Lenders outstanding and exposure unreimbursed drafts drawn under the Letter Letters of Credit Usage outstanding prior to the obtaining of such exercise payment and (b) such other adjustments shall be made from time to time as shall be equitable to ensure that the applicable Lenders share such payment pro-rata in proportion to the amounts then due and payable to each of banker's lienthem, setoff or counterclaim; provided, however, that if any such purchase non-pro-rata payment is thereafter recovered or purchases or adjustments shall be made pursuant to this Section 2.14 and the payment giving rise thereto shall thereafter be recovered, otherwise set aside such purchase or purchases or adjustments of participations shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored (without interest), it being agreed and understood that nothing in this Section 8.08 shall operate (x) to allow a Lender to keep a payment in respect of portions not then due or payable in respect of its Loans, (y) to entitle any Lender to participate in any sharing of payments in respect of portions not then due or payable in respect of its Loans or (z) to change the order of payments set forth in Section SECTION 2.13, SECTION 2.14 or 2.19(b). The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding (or deemed to be holding) a participation in a Note and exposure Loan or unreimbursed drafts drawn under the Letter Letters of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's ’s lien, setoff (in each case, subject to the same notice requirements as pertain to clause (iv) of the remedial provisions of Section 7.01) or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note were the original obligee thereon, in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrowers, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under the Letter of Credit Usage held by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments restored without interest. The Borrower Borrowers expressly consents consent to the foregoing arrangements and agrees agree that any Lender holding a participation in a Note and or exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower Borrowers to such Lender as fully as if such Lender held a Note or exposure under the Letter of Credit Usage in the amount of such participation.

Sharing of Setoffs. Each Lender Bank agrees that if it shall, through the exercise of a right of banker's lien, setoff setoff, 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 Bank under any applicable bankruptcy, insolvency or other similar law Debtor Relief Law or otherwise, obtain payment (voluntary or involuntary) in respect of a the Committed Note or exposure under the Letter of Credit Usage held by it (other than pursuant to Section 2.13 or Section 2.15) as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Committed Note held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage Committed Note held by any other LenderBank, it shall be deemed to have simultaneously purchased from such other Lender Bank a participation in the Notes and exposure under the Letter of Credit Usage Committed Note held by such other LenderBank, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage Committed Note and participations in Committed Notes and exposure under the Letter of Credit Usage held by it each Bank shall be in the same proportion to the aggregate unpaid principal amount of all Committed Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage Committed Note held by it prior to such exercise of banker's lien, setoff setoff, or counterclaim was to the principal amount of all Committed Notes and exposure under the Letter of Credit Usage outstanding prior to such exercise of banker's lien, setoff setoff, or counterclaim; provided, however, that if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.14 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustments adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender Bank holding a participation in a Committed Note and exposure under the Letter of Credit Usage deemed to have been so purchased may may, upon the existence of an Event of Default, exercise any and all rights of banker's lien, setoff setoff, or counterclaim with respect to any and all moneys owing by the Borrower to such Lender Bank as fully as if such Lender held Bank had made a Note Committed Loan directly to the Borrower in the amount of such participation.

Sharing of Setoffs. Each Lender agrees that if it ------------------ shall, through the exercise of a right of banker's lien, setoff or counterclaim against the BorrowerBorrower or Guarantor, 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 bankruptcy, insolvency or other similar law or otherwise, obtain payment (voluntary or involuntary) in respect of a Note or exposure under the Letter of Credit Usage held by it as a result of which the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by it shall be proportionately less than the unpaid principal portion of the Notes or exposure under the Letter of Credit Usage held by any other Lender, it shall be deemed to have simultaneously purchased from such other Lender a participation in the Notes and exposure under held by such other Lender with the Letter of Credit Usage held purchase price payable in cash upon demand by such other Lender, so that the aggregate unpaid principal amount of the Notes and exposure under the Letter of Credit Usage and participations in Notes and exposure under the Letter of Credit Usage held by it shall be in the same proportion to the aggregate unpaid principal amount of all Notes and exposure under the Letter of Credit Usage then outstanding as the principal amount of the Notes and exposure under the Letter of Credit Usage held by it prior to such exercise of banker's lien, setoff or counterclaim was to the principal amount of all Notes and exposure under the Letter of Credit Usage 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 2.15 and the payment giving rise thereto such other Lender shall thereafter be recoveredreceive or recover from or respecting the Borrower or any Guarantor any amount in respect of a Note proportionally greater than that received by the first Lender, such purchase or purchases or adjustments shall be repurchased and rescinded to the extent of such receipt or recovery and the purchase price or prices paid or adjustments restored made shall be repaid or restored, as applicable, without interest; provided, that, if such disproportionate amount received or recovered by -------- ---- such other Lender exceeds the amount necessary to restore the Lenders' respective pro rata shares, then this section shall apply to such excess. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation in a Note and exposure under the Letter of Credit Usage deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender as fully as if such Lender held a Note in the amount of such participation.