Common use of Setoff or Counterclaim Clause in Contracts

Setoff or Counterclaim. The Agent and the Lenders each hereby ---------------------- agree that if any of them shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans which is greater than the proportion received by the others in respect of the aggregate amount of principal and interest due to the others with respect to the Loans, the Lender that has received such proportionately greater payment shall make such payments to the other Lenders as may be required so that all such payments of principal and interest with respect to the interest of each in the Loans shall be shared by the Lenders pro rata (in proportion to each Lender's Commitment). The foregoing shall not impair the right of any of Lenders 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 any Borrower other than its indebtedness under the Loans; provided, however, that amounts subject to such exercise shall be applied first to the payment of indebtedness of such Borrower which is participated in or shared by all the Lenders prior to the application of any such amounts to any indebtedness of the Borrower which is owed to only some of the Lenders.

Setoff or Counterclaim. The Agent and the Lenders each hereby ---------------------- agree that if any of them shall, by exercising any right of setoff or counterclaim or otherwise, receive payment of a proportion of the aggregate amount of principal and interest due with respect to the Loans Advances which is greater than the proportion received by the others in respect of the aggregate amount of principal and interest due to the others with respect to the LoansAdvances, the Lender that has received such proportionately greater payment shall make such payments to the other Lenders as may be required so that all such payments of principal and interest with respect to the interest of each in the Loans Advances shall be shared by the Lenders pro rata (in proportion to each Lender's Commitment). The foregoing shall not impair the right of any of Lenders 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 any Borrower other than its indebtedness under the LoansAdvances; provided, however, that amounts subject to such exercise shall be applied first to the payment of indebtedness of such Borrower which is participated in or shared by all the Lenders prior to the application of any such amounts to any indebtedness of the Borrower which is owed to only some of the Lenders.