Common use of Set-off; Counterclaim Clause in Contracts

Set-off; Counterclaim. Notwithstanding any other provision of any other agreement to the contrary, all payments under this letter agreement will be made without set-off or counterclaim, except that, if the Counterparty fails to pay any Premium pursuant to Section 2 hereof in respect of any New Fixed Rate Lease when due, JPMorgan Chase will not be obligated to pay to or at the direction of the Issuer pursuant to Section 3 hereof on any Payment Date following a Calculation Period during which the Notional Principal Amount was calculated based on the amount set forth in clause (a) of the definition thereof, an amount equal to the lesser of the Excess Cap Payment and the portion of the Cap Payment on such Payment Date attributable to the Unit Balance of such New Fixed Rate Lease.